Corporate Bylaws
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BY LAWS
OF
SHAFT, INC.
(A CORPORATION)
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TABLE OF CONTENTS
ARTICLE I....................................................................4
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OFFICES...................................................................4
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Section 1: PRINCIPAL OFFICES...........................................4
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Section 2: OTHER OFFICES..............................................4
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ARTICLE II...................................................................4
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MEETINGS OF SHAREHOLDERS..................................................4
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Section 1:ANNUAL MEETING...............................................4
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Section 2. PLACE OF MEETINGS..........................................4
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Section 3: SHAREHOLDER ACTION WITHOUT MEETING..........................5
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Section 4:SPECIAL MEETINGS.............................................5
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Section 5: NOTICE OF MEETINGS..........................................5
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Section 6: WAIVER OF NOTICE............................................5
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Section 7: QUORUM......................................................5
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Section 8: PROXIES.....................................................6
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Section 9: VOTING......................................................6
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Section 10: LIST OF SHAREHOLDERS.......................................6
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Section 11: INSPECTORS.................................................6
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Section 12: ELECTION BY BALLOT.........................................6
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Section 13: ORDER OF BUSINESS..........................................7
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ARTICLE III..................................................................7
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BOARD OF DIRECTORS........................................................7
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Section 1: GENERAL POWERS..............................................7
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Section 2: ENUMERATION OF DIRECTOR'S POWER.............................7
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Section 3: NUMBER, TENURE, QUALIFICATION AND ELECTIONS.................8
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Section 4: VACANCIES...................................................8
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Section 5: ANNUAL MEETING..............................................9
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Section 6: NOTICE OF MEETINGS..........................................9
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Section 7: PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.................9
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Section 8: SPECIAL MEETINGS............................................9
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Section 9: MAJORITY OF QUORUM..........................................9
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Section 10: TRANSACTIONS OF BOARD OF DIRECTORS........................10
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Section 11: ADJOURNMENT...............................................10
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Section 12: CONDUCT OF MEETINGS.......................................10
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Section 13: ACTION WITHOUT MEETING...................................10
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Section 14: FEES AND COMPENSATION OF DIRECTORS.......................10
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Section 15: APPROVAL OF BONUSES FOR DIRECTORS AND OFFICERS...........11
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ARTICLE IV..................................................................11
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OFFICERS.................................................................11
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Section 1: OFFICERS..................................................11
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Section 2: ELECTION OF OFFICERS......................................11
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Section 3: SUBORDINATE OFFICERS......................................11
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Section 4: REMOVAL AND RESIGNATION OF OFFICERS.......................11
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Section 5: VACANCIES IN OFFICES......................................12
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Section 6: PRESIDENT.................................................12
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Section 7: VICE PRESIDENT............................................12
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Section 8: SECRETARY.................................................12
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Section 9: CHIEF FINANCIAL OFFICER...................................13
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ARTICLE V...................................................................13
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INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS......13
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Section 1: AGENTS, PROCEEDINGS, AND EXPENSES.........................13
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Section 2: ACTIONS OTHER THAN BY THE CORPORATION......................14
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Section 3: ACTIONS BY THE CORPORATION................................14
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Section 4: SUCCESSFUL DEFENSE BY AGENT................................15
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Section 5: REQUIRED APPROVAL..........................................15
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Section 6: ADVANCE OF EXPENSES........................................16
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Section 7: OTHER CONTRACTUAL RIGHTS...................................16
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Section 8: INSURANCE..................................................16
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Section 9: FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN.............16
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ARTICLE VI..................................................................17
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STOCK CERTIFICATES.......................................................17
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Section 1: FORM.......................................................17
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Section 2:TRANSFERS...................................................17
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Section 3: LOST, DESTROYED, AND STOLEN CERTIFICATES...................17
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ARTICLE VII.................................................................18
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CORPORATE ACTIONS........................................................18
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Section 1: CONTRACTS..................................................18
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Section 2: LOAN......................................................18
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Section 3: CHECKS, DRAFTS, OR ORDERS..................................18
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Section 4: BANK DEPOSITS.............................................18
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ARTICLE III.................................................................19
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MISCELLANEOUS............................................................19
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Section 1: INSPECTION OF CORPORATE RECORDS...........................19
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Section 2: INSPECTION OF ARTICLES OF INCORPORATION AND BYLAWS.........19
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Section 3: FISCAL YEAR...............................................19
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Section 4:CONSTRUCTION AND DEFINITION.................................19
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ARTICLE IX..................................................................20
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AMENDMENTS TO BYLAWS.....................................................20
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<PAGE>
ARTICLE I
OFFICES
Section 1: PRINCIPAL OFFICES
The principal office for the transaction of the business of the
Corporation is fixed and located at the residence of the President. The Board of
Directors may, from time to time, change the Principal Office from one location
to another as may be necessary.
The Secretary shall note any change of the location of the Principal
Office on these By-Laws contiguous this section, or this section may be amended
to identify the new location.
Section 2: OTHER OFFICES
The Board of Directors may, at any time, establish branch or
subordinate offices at any place or places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1:ANNUAL MEETING
The annual meeting of shareholders shall be held on the last day of
June of each year at 9:00 or at such other date and time that shall be scheduled
by the Board of Directors to the extent that such scheduling is in compliance
with the laws of the State of .
At this meeting, Directors shall be elected, and any other proper
business within the power of the shareholders may be transacted. In the event
that an annual meeting is not held in any year, the Board of Directors, as then
constituted, shall continue to perform their duties until such annual or special
meeting is properly called and they, or any of them, are re-elected or replaced.
Section 2. PLACE OF MEETINGS
All annual shareholders meetings shall be held at the Corporation's
Principal Office, or at an alternate location selected by the Board of Directors
upon notification to the shareholders as required by Section 4 of these
Articles.
All other shareholders meetings shall be held either at the Principal
Office or any other place within or outside the State of that may be designated
either by the Board of Directors in accordance with these Bylaws, or by the
written consent of all persons entitled to vote at the meeting, given either
before or after the meeting and filed with the Secretary of the Corporation.
<PAGE>
Section 3: SHAREHOLDER ACTION WITHOUT MEETING
Pursuant to law, any action which could be taken at a meeting of the
shareholders may be taken without a meeting if a written consent thereto is
signed by shareholders holding at least a majority of the voting power of the
Corporation, except that if a different proportion of voting power is required
for such action at a meeting, then that proportion of written consent shall be
required.
Section 4:SPECIAL MEETINGS
A special shareholders meeting, for any purpose whatsoever, may be
called at any time by the President, any Vice-President, the Board of Directors,
or one or more shareholders holding not less than one-tenth (1/10) of the voting
power of the Corporation.
Section 5: NOTICE OF MEETINGS
Written notices specifying the place, day, and hour of the meeting and,
in the case of a special meeting, the general nature of the business to be
transacted, shall be given not less than ten (10) days, nor more than fifty (50)
days before the date of the meeting.
Such notice must be given personally or by mail or by other means of
written communication, addressed to the shareholder at the address appearing on
the books of the corporation, or given by the shareholder to the Corporation for
the purpose of notice.
If no such address appears or is given by a shareholder of record
entitled to vote at the meeting, notice is given in the at the place where the
Principal Executive Office of the Corporation is located, or by publication at
least once in a newspaper of general circulation in the county where the
Principal Executive Office is located.
Section 6: WAIVER OF NOTICE
A shareholder may waive notice of any annual or special meeting by
signing a written notice of waiver either before or after the date of such
meeting.
Section 7: QUORUM
The presence in person or by proxy of the holders of at least fifty-one
percent (51%) of the outstanding shares entitled to vote at any meeting of the
shareholders shall constitute a quorum fro the transaction of business.
The shareholders 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 shareholders to leave less than a quorum, any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
<PAGE>
Section 8: PROXIES
Every person entitled to vote at a shareholders' meeting of the
Corporation, or entitled to execute written consent authorizing action in lieu
of a meeting, may do so either in person or by proxy executed in writing by the
shareholder or by his or her duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution unless otherwise
provided in the proxy.
Section 9: VOTING
Except as otherwise provided in the Articles of Incorporation, or by
agreement, or by the general Corporation law, shareholders at the close of
business on the record date are entitled to notice an to vote.
Section 10: LIST OF SHAREHOLDERS
The Secretary shall prepare, at least ten (10) days before every
meeting of shareholders, a complete list of the shareholders entitled to vote at
the meeting, arranged in alphabetical order, showing the address of each
shareholder, for any purpose germane to the meeting. This list shall be produced
and kept at the time and place of the meeting during the whole time thereof and
may be inspected by any shareholder present.
Section 11: INSPECTORS
At each meeting of shareholders, the Chairperson of the meeting may
appoint one or more Inspectors of Voting whose duty it shall be to receive and
count the ballots and make a written report showing the results of the
balloting. The Secretary of the Corporation may perform this function.
Section 12: ELECTION BY BALLOT
Election for Directors need not be by ballot unless a shareholder
demands election by ballot at the meeting and before the voting begins. The
candidates receiving the highest number of votes, up to the number of directors
to be elected, shall be elected. No cumulative voting shall be allowed.
<PAGE>
Section 13: ORDER OF BUSINESS
The order of business at the annual meeting of the shareholders,
insofar as possible, and at all other meetings of shareholders, shall be as
follows:
1. Call to Order
2. Proof of Notice of Meeting
3. Reading and disposing of any unapproved minutes
4. Reports of Officers
5. Reports of Committees
6. Election of Directors
7. Disposition of unfinished business
8. Disposition of new business
9. Adjournment
ARTICLE III
BOARD OF DIRECTORS
Section 1: GENERAL POWERS
Subject to the provisions of the Corporation Act, and any limitations
in the Articles of Incorporation, and any limitations in the Articles of
Incorporation and these Bylaws relating to actions required to be approved by
the shareholders or by the outstanding shares, 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.
Section 2: ENUMERATION OF DIRECTOR'S POWER
Without prejudice to these general rules, and subject to the same
limitation, the Board of Directors shall have the power to:
1. Select and remove all officers, agents and employees of the Corporation;
prescribe any powers and duties for them that are consistent with law,
withy the Articles of Incorporation, and these Bylaws; fix their
compensation; and require from them security for faithful service.
2. Change the principal Executive Office or the Principal Business Office from
one location to another; cause the Corporation to be qualified to do
business in any other state, territory, dependency, or country and conduct
business within or outside the State of ; and designate any place within or
outside the State of for the holding of any shareholders meeting or
meetings, including Annual Meetings.
<PAGE>
3. Adopt, make, or use a Corporate Seal; prescribe the forms of Certificates
of Stock; and alter the form of the Seal and Certificate.
4. Authorize the issuance of shares of stock of the Corporation on any lawful
terms, in consideration of moneys paid, labor done, services actually
rendered, debts or securities cancelled, or tangible or intangible property
actually received.
5. Engage in and/or adopt employment agreements, contracts, or other
employment contracts with independent contractors, companies, government
agencies, or individuals.
Section 3: NUMBER, TENURE, QUALIFICATION AND ELECTIONS
To the extent allowed by the Articles of Incorporation, the Board of
Directors shall be fixed from time to time by resolution of the Board, but shall
not be less than one (1), nor shall it exceed Nine (9). Directors need not be
shareholders of the Corporation.
The number of Directors may be increased beyond nine (9) only by approval
of the outstanding shares of the Corporation. The Directors of the Corporation
shall be elected at the Annual Meeting of the shareholders and shall serve until
the next annual or special meeting is properly called and they, or any of them,
are re-elected and until their successors have been elected and qualified.
Section 4: VACANCIES
A vacancy, or vacancies, on the Board of Directors shall be deemed to exist
in the event of the death, resignation, or removal of any Director, or if the
Board of Directors, by resolution, declares vacant that office of a Director who
has been declared of unsound mind by an order of court, or convicted of a
felony, or if the authorized number of Directors is increased, the shareholders
fail at any meeting of shareholders at which the Director or Directors are
elected, to elect the number of Directors to be voted for at that meeting. Any
Director may resign effective immediately upon giving written notice to the
Chairperson of the Board, the President, the Secretary, or the Board of
Directors, unless a notice specifies a later time for the resignation to become
effective. If the resignation of a Director is effective at a future time, the
Board of Directors may elect a successor to take office when the resignation
becomes effective. Vacancies on the Board of Directors may be filled by a
majority of the remaining Directors, whether or not less than a quorum, or by a
sole remaining Director, except that a vacancy created by the removal of a
Director by the vote or written consent of the shareholders or by court order
may be filled only by the vote or written consent of the shareholders or by
court order may be filled only by the vote of a majority of the shares entitled
to vote represented at a duly held meeting at which a quorum is present, or by
the unanimous written consent of the shareholders of the outstanding shares
entitles to vote.
<PAGE>
The shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote, except that filling a vacancy created by a removal of a
Director shall require the written consent of the holders of all outstanding
shares entitled to vote.
Each Director so elected shall hold office until the next annual meeting of
the shareholders and until a successor has been elected and qualified.
Section 5: ANNUAL MEETING
Immediately following each annual meeting of shareholders, the Board of
Directors may hold a regular meeting at the place that the annual meeting of
shareholders was held or at any other place that shall have been designated by
the Board of Directors for the purpose of organization, any desired election of
officers, and the transaction of other business. Notice of these regular
meetings shall not be required.
Section 6: NOTICE OF MEETINGS
Notice need not be given of regular meetings of the Board of Directors,
nor is it necessary to give notice of adjourned meetings. Notice of special
meetings shall be in writing by mail at least four (4) days prior to the date of
the meeting or forty-eight (48) hours' notice delivered personally.
Section 7: PLACE OF MEETINGS AND MEETINGS BY TELEPHONE
Regular and special meetings of the Board of Directors may be held at
any place within or outside the State of that has been designated from time to
time by the Board. In the absence of such designation, meetings shall be held at
the principal executive office of the Corporation. Any meeting, regular or
special, may be held by conference in the meeting can hear one another, and all
such Directors shall be present in person at the meeting.
Section 8: SPECIAL MEETINGS
The Chairman of the Board or the President, any Vice President, or the
Secretary may call special meetings of the Board of Directors, for any purpose
or purposes, at any time.
Section 9: MAJORITY OF QUORUM
A majority of the authorized number of Directors constitutes a quorum
of the Board for the transaction of business except as hereinafter provided.
<PAGE>
Section 10: TRANSACTIONS OF BOARD OF DIRECTORS
Except as otherwise provided in the Articles or these Bylaws, or by
law, every act or decision done or made by a majority of the Directors present
at a duly held meeting at which a quorum is present, is the act of the Board,
provided, however, that any meeting at which a quorum was initially present may
continue to transact business notwithstanding the withdrawal of Directors if any
action taken is approved by a least a majority of the required quorum for such
meeting.
Section 11: ADJOURNMENT
A majority of Directors present at any meeting, whether or not a quorum
is present, may adjourn the meeting to another time and place. If the meeting is
adjourned for more that twenty-four (24) hours, notice of the adjournment to
another time and place must be given prior to the time of the adjourned meeting
to the Directors who were present at the time of the adjournment.
Section 12: CONDUCT OF MEETINGS
The Chairman of the Board, or if there is no such officer, the
President, or in his or her absence, any Director selected by the Director
present, shall preside at the meeting of the Board of Directors. The Secretary
of the Corporation, or in the Secretary's absence any person appointed by the
Presiding Officer, shall act as Secretary of the Board.
Section 13: ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting if all members of the Board shall individually or
collectively consent, in writing, to such action. Such action by unanimous vote
of the Board of Directors. Such written consent (s) shall be filed with the
minutes of the proceedings of the Board.
Section 14: FEES AND COMPENSATION OF DIRECTORS
Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the Board of Directors. Nothing herein contained
shall be construed to preclude any Director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation for such services.
<PAGE>
Section 15: APPROVAL OF BONUSES FOR DIRECTORS AND OFFICERS
No bonuses of share in the earnings or profits of the Corporation shall
be paid to any of the officers, Directors, or employees of the Corporation
except as approved by the Board of Directors.
ARTICLE IV
OFFICERS
Section 1: OFFICERS
The officers of the Corporation shall be a President, a Vice-President,
a Secretary, and a Chief Financial Officer (Treasurer). The Corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, 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
this Article IV. The same person, except the offices of President and Secretary,
may hold any number of offices.
Section 2: ELECTION OF OFFICERS
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 by the Board of Directors, and each shall serve at the pleasure
of the Board, subject to the rights, if any, of an officer under any contract of
employment.
Section 3: SUBORDINATE OFFICERS
The Board of Directors may appoint, and may empower the President to
appoint, such other officers as the business of the corporation may require.
Each of them shall hold office for such period, have such authority and perform
such duties as are provided in the Bylaws, or as the Board of Directors may from
time to time determine.
Section 4: REMOVAL AND RESIGNATION OF OFFICERS
Subject to the rights, if any, of an officer under a contract of
employment, any officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting of the Board, or, except
in case of an officer chosen by the Board of Directors. Any officer may resign
at any time by giving written notice to the Corporation. Any resignation shall
take effect on the date of receipt of that notice, or at any later time
specified in that notice, unless otherwise specified in that notice. Any
resignation is without prejudice to the rights, if any, of the corporation under
any contract for which the officer is a party.
<PAGE>
Section 5: VACANCIES IN OFFICES
A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause, shall be filled in the manner prescribed
in these Bylaws for regular appointments to that office.
Section 6: PRESIDENT
Subject to such powers, if any, as may be given by the Bylaws or Board of
Directors to other officers of the Corporation, the President shall be the
General Manager and 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 the officers of the Corporation. He
shall have the general powers and duties of management usually vested in the
officer 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 7: VICE PRESIDENT
In 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 and be subject to all
of the restrictions upon, the President. The sole duty of the Vice-President of
this Corporation shall be to function as a representative of the President in
such case as the President may be absent or disabled. The Vice-President may,
when not acting in the representative capacity of the President, hold other
positions and be assigned other duties within the Corporation.
Section 8: SECRETARY
The Secretary shall keep or cause to be kept, at the principal executive
office or such other place as the Board of Directors may direct, a book of
minutes of all meetings and actions of Directors, committees of Directors and
shareholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice given, the names of those present at
Director meetings or committee meetings, the number of shares present or
represented at shareholders meetings, and the proceedings. The Secretary shall
keep, or cause to be kept, at the principal executive office or at the officer
of the Corporation shall give, or cause to be given, notice of all meetings of
the shareholders, of the Board of Directors, and of committees of the Board of
Directors required by the Bylaws or by law to be given. The Secretary shall keep
the seal of the Corporation, if one is adopted, in safe custody and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or by the Bylaws.
<PAGE>
Section 9: CHIEF FINANCIAL OFFICER
The Chief Financial Officer (Treasurer) shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the Corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The book of accounts shall at all reasonable
times be opened to inspection by any Director.
The Chief Financial Officer shall deposit all monies 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 Directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall have other powers and perform other such duties as may be
prescribed by the Board of Directors or the Bylaws.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
Section 1: AGENTS, PROCEEDINGS, AND EXPENSES
For the purpose of this Article, "agent" means any person who is, or was, a
Director, Officer, employee, or other agent of this Corporation, or is, or was,
serving at the request of this Corporation as a Director, officer, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a Director, officer, employee, or agent of a
foreign or domestic corporation which was a predecessor corporation of this
corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative, or investigative; and
"expenses" includes, without imitation, attorney's fees and any expenses of
establishing a right to indemnification under Section 4 or Section 5 (C) of this
Article.
<PAGE>
Section 2: ACTIONS OTHER THAN BY THE CORPORATION
This Corporation shall defend and indemnify any person who was or is a
party, or is threatened to be made a party, to any proceeding (other than an
action by or in the right of this Corporation) by reason of the fact that such
person is or a was an agent of this Corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding if that person acted in good faith and in a
manner that that person reasonably believed to be in the best interests if this
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of that person was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a pleas of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in the best interest of this Corporation or that the person had
reasonable cause to believe that the person's conduct was lawful.
Section 3: ACTIONS BY THE CORPORATION
This 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 by
or in the right of this Corporation to procure a judgment in its favor by reason
of the fact that said person is or was an agent, counsel to the Corporation,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of that action if that person acted in good
faith, in a manner that that person believed to be in the best interests of this
Corporation and with such care, including reasonably inquiry, that such action
would not be deemed grossly negligent on the part of such agent ( for the
purposes of this Article V, the term "agent" shall mean and include all
officers, directors, counsel, and employees). Indemnification shall be available
under this Section 3, conditioned only upon the following:
(a) In respect of any claim, issue or matter as to which that person may be
liable to this Corporation, the duty and obligation of the Corporation to
defend and indemnify such agent shall be absolute unless and only to the
extent that the court in which that action was brought shall determine,
upon application, that in view of all the circumstances of the case, said
person acted with reckless disregard equated to gross negligence with
regard to the specific claims made against said person;
<PAGE>
(b) The indemnification provisions set-forth herein are to be interpreted as
broadly as possible in their application to any officer, director, counsel
or agent of the corporation, to include accountants and counsel for the
corporation. Such interpretation shall treat these provisions as continuing
contractual obligations of the corporation and subsequent modification
shall not limit the effect of these provisions as applied to the covered
classes who were so covered, at any time following adoption hereof.
Section 4: SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this corporation has been successful on the
merits or otherwise in defense of any proceeding referred to in Section 2 or 3
of this Article, or in defense of any claim, issue, or matter therein, the agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith. An agent shall be deemed successful if the Court
fails to make a specific finding regarding the degree of fault as set forth in
Section 3, hereinabove.
Section 5: REQUIRED APPROVAL
Except as provided in Section 4 of this Article, any indemnification
under this Article shall be made by this Corporation only if authorized in the
specific case on a determination that indemnification of the agent is proper in
the circumstances because the agent is proper in the circumstances because the
agent has met the applicable standard of conduct set forth in Section 2 or 3 of
this Article, by:
(a) A majority vote of a quorum consisting of Directors who are not parties to
the proceeding;
(b) Approval by the affirmative vote of a majority of the shares of this
corporation entitled to vote represented at a duly held meeting at which a
quorum is present or by written consent of holders of a majority of the
outstanding shares entitled to vote; or
(c) The court in which the proceeding is or was pending, on application made by
this corporation or the agent or the attorney or other person rendering
services in connection with the defense, whether or not such application by
the agent, attorney or other person is opposed by this Corporation.
<PAGE>
Section 6: ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by this
Corporation before the final disposition of the proceeding on receipt of an
understanding by or on behalf of the agent to repay the amount of the advance
unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in this Article.
Section 7: OTHER CONTRACTUAL RIGHTS
Nothing contained in this Article shall affect any right to
indemnification to which persons other than Directors and officers of this
Corporation or any subsidiary hereof may be entitled to contract or otherwise.
Section 8: INSURANCE
Upon and in the event of a determination by the Board of Directors of
this Corporation to purchase such insurance, this Corporation shall purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not this corporation would have the
power to indemnify the agent against that liability under the provisions of this
section.
Section 9: FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN
This Article does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of any employee benefit plan in that
person's capacity as such, even though that person may also be an agent of the
Corporation as defined in Section 2 of this Article. Nothing contained in this
Article shall limit any right to indemnification to which such trustee,
investment manager, or other fiduciary may be entitled by contract or otherwise,
which shall be enforceable to the extent permitted by applicable law other than
this Article.
<PAGE>
ARTICLE VI
STOCK CERTIFICATES
Section 1: FORM
The shares of the Corporation shall be represented by certificates
signed by the President or Vice President, and the Chief Financial Officer or
the Secretary of the Corporation. Any or all of such signatures may be
facsimiles if countersigned by a transfer agent, or registered by a registrar,
other than the Corporation itself or an employee of the Corporation. Each such
certificate shall also state:
(a) The name of the record holder of the shares represented by such
certificate;
(b) The number of shares represented thereby;
(c) A designation of any class or series of which such shares are a part;
(d) That the corporation is organized under the laws of the State of Nevada.
(e) Any restrictions applicable to the shares shall be so designated on the
face thereof.
Section 2:TRANSFERS
Transfer of shares of the Corporation shall be made in the manner set
forth in the Nevada Uniform Commercial Code. The Corporation shall maintain
stock transfer books, and any transfers shall be registered thereon only on
request and surrender of the stock certificate representing the transferred
shares, duly endorsed; if transfer is by Power of Attorney, the Power of
attorney shall be deposited with the Secretary of the Corporation or with the
designated Transfer Agency.
Section 3: LOST, DESTROYED, AND STOLEN CERTIFICATES
No certificate or shares of stock in the Corporation shall be issued in
place of any certificate alleged to have been lost, destroyed, stolen, or
mutilated except on production of such evidence and provision of such indemnity
to the Corporation as the Board of Directors may prescribe.
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ARTICLE VII
CORPORATE ACTIONS
Section 1: CONTRACTS
The Board of Directors may authorize any officer or officers, or any
agent or agents of the Corporation, to enter into any contract or to 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 2: LOAN
No loan shall be made by the Corporation to its officers or Directors,
and no loan shall be made by the Corporation secured by its shares. No loan
shall be made or contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by resolution of the
Board of Directors. Such authority may be general or confined to specific
instances.
Section 3: CHECKS, DRAFTS, OR ORDERS
All checks, drafts, or other orders for the payment of money by or to
the Corporation and all notes and other evidence 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 be determined by
resolution of the Board of Directors.
Section 4: BANK DEPOSITS
All funds of the Corporation and otherwise employed, shall be deposited
to the credit of the Corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
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ARTICLE III
MISCELLANEOUS
Section 1: INSPECTION OF CORPORATE RECORDS
The stock ledger and minute books may be kept by any information
storage device if readily convertible into legible form. Any shareholder of
record, in person or by an attorney or agent who presents proof of such position
with guaranteed signature on such proof, may, upon written demand under oath,
stating purpose, inspect for any proper purpose, the stock ledger, list of
shareholders and make written extracts of the same. Such extracts shall be made
in writing by the individual preparing or requesting such inspection and such
inspection shall be during normal business hours and shall not be made without
at least five (5) business days written notice thereof. Such notice, to be
effective must be received not at least five (5) business days prior to the
proposed inspection date, a signed receipt from the US Postal Service shall be
proof of such notice and the date of receipt.
Section 2: INSPECTION OF ARTICLES OF INCORPORATION AND BYLAWS
The original or a copy of the Articles of Incorporation and Bylaws of
the Corporation, as amended or otherwise altered to date, and certified by the
Secretary of the Corporation, shall at all times be kept at the principal
executive office of the Corporation. Such Articles and Bylaws shall be open for
inspection to all shareholders of record or holders of voting trust certificates
at all reasonable times during the business hours of the Corporation.
Section 3: FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January of each year and end at midnight on the last day of December of the same
year or as otherwise determined by the Board of Directors.
Section 4:CONSTRUCTION AND DEFINITION
Unless the context requires otherwise, the general provisions, rules of
construction, and definitions contained in the applicable Nevada Status which
shall govern the construction of these Bylaws.
Without limiting the foregoing, the masculine gender where used
included the feminine and neuter, the singular number includes the plural, and
the plura number includes the singular, "shall" is mandatory and "may" is
permissive; and "person" includes the Corporation as well as a natural person.
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ARTICLE IX
AMENDMENTS TO BYLAWS
These Bylaws may be amended at any time by a majority vote of the Board
of Directors or by a majority vote of the outstanding shares held by the
shareholders of the corporation.
