EXHIBIT 3.2
BYLAWS
OF
iGOHEALTHY.COM, INC.
ARTICLE I
Offices
SECTION 1. Principal Offices
The location of the principal executive office of the Corporation shall be fixed
by the Board of Directors. It may be located at any place within or outside the
State of Colorado. The Secretary of this Corporation shall keep the original or
a certified copy of these Bylaws, as amended to date, at the principal executive
office of the Corporation if this office is located in Colorado. If this office
is located outside Colorado, the Bylaws shall be kept at the principal business
office of the Corporation within Colorado. The Officers of this Corporation
shall cause the Corporation to file an annual statement with the Secretary of
State of Colorado as required by the Colorado Corporations Code specifying the
street address of the Corporation's principal executive office.
SECTION 2. Other Offices
The Corporation may also have offices at such other places as the Board of
Directors may from time to time designate, or as the business of the Corporation
may require.
ARTICLE II
Shareholders' Meetings
SECTION 1. Place of Meetings
All meetings of the shareholders shall be held at the principal executive office
of the Corporation or at such other place as may be determined by the Board of
Directors.
SECTION 2. Annual Meetings
The annual meeting of the shareholders shall be held each year on the second
Thursday of December at the hour of 6:00 p.m., at which time the shareholders
shall elect by plurality vote a Board of Directors and transact any other proper
business. If this date falls on a legal holiday, then the meeting shall be held
on the following business day at the same hour.
SECTION 3. Special Meetings
Special meetings of the shareholders, for any purpose or purposes, whatsoever,
may be called by the Board of Directors, the Chairperson of the Board of
Directors, the President, or by the Secretary at the written request of one or
more shareholders holding at least forty percent (40%), collectively, of the
voting power or the Corporation, or as otherwise required by law.
SECTION 4. Notices of Meetings
Except as otherwise provided by statute, notices of meetings, annual or special,
shall be given in writing, to shareholders entitled to vote at the meeting, by
the Secretary or an Assistant Secretary or, if there be no such Officer, or in
the case of his or her neglect or refusal, by any Director or shareholder.
Such notices shall be given either personally or by first-class mail or other
means of written communication, addressed to the shareholder at the address of
such shareholder appearing on the stock transfer books of the Corporation or as
given by the shareholder to the Corporation for the purpose of notices. Notice
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
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Such notice shall state the place, date and time of the meeting and (1) in the
case of a special meeting, the general nature of the business to be transacted,
and that no other business may be transacted; or (2) in the case of an annual
meeting, those matters which the Board at the time of the mailing of the notice,
intends to present for action by the shareholders; but, subject to the
provisions of Section 6 of this article, any proper matter may be presented at
the annual meeting for such action. The notice of any meeting at which Directors
are to be elected shall include the names of the nominees which, at the time of
the notice, the Board of Directors intends to present for election. Notice of
any adjourned meeting need not be given unless a meeting is adjourned for
forty-five (45) days or more from the date set for the original meeting.
SECTION 5: Waiver of Notice
The transactions of any meeting of shareholders, however called and noticed, and
wherever held, are as valid as though transacted at a meeting duly held after
regular call and notice, if a quorum is present, whether in person or by proxy,
and if, either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy, signs a written waiver of notice or a
consent to the holding of the meeting or an approval of the minutes thereof. All
such waivers or consents shall be filed with the Corporate records or made part
of the minutes of the meeting. Neither the business to be transacted at the
meeting, nor the purpose of any special meeting of shareholders need be
specified in any written waiver of notice, except as provided in Section 6 of
this Article.
SECTION 6: Special Notice and Waiver of Notice Requirements
Except as provided below, any shareholder approval at a meeting, with respect to
the following proposals, shall be valid only if the general nature of the
proposal so approved was stated in the notice of meeting, or in any written
waiver of notice.
a. Approval of a contract or other transaction between the Corporation and one
or more of its Directors or between the Corporation and any corporation,
firm, or association in which one or more of the Directors has a material
financial interest,
b. Amendment of the Articles of Incorporation after any shares have been
issued;
c. Approval of the principal terms of a reorganization;
d. Election to voluntarily wind up and dissolve the Corporation;
e. Approval of a plan of distribution of shares as part of the winding up of
the Corporation.
Approval of the above proposals at a meeting shall be valid with or without such
notice, if it is by the unanimous approval of those entitled to vote at the
meeting.
SECTION 7: Action Without Meeting
Any action required to be taken at any annual or special meeting of Shareholders
of the Corporation or any action which may be taken at any annual or special
meeting of such Shareholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
Shareholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each Shareholder who
signs the consent, and no written consent shall be effective to take the
corporate action referred to therein unless, within 50 days of the earliest
dated consent delivered in the manner required by this section to the
Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to its registered office,
its principal place of business or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of Shareholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those Shareholders who have not
consented in writing.
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SECTION 8: Quorum and Shareholder Action
A majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If a quorum is present,
the affirmative vote of the majority of shareholders represented at the meeting
and entitled to vote on any matter shall be the act of the shareholders, unless
the vote of a greater number is required by law and except as provided in the
following paragraphs of this section.
The shareholders present at a duty called or held meeting, at which a quorum is
present may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a if any action is approved
by at least a majority of the shares required quorum, to constitute a quorum.
In the absence of a quorum, any meeting of shareholders may be adjourned from
time to time by the vote of a majority of the shares represented either in
person or by proxy, but no other business may be transacted except as provided
in the foregoing provisions of this section.
SECTION 9: Voting
Only shareholders of record on the record date fixed for voting purposes by the
Board of Directors pursuant to Article VIII, Section 3 of these Bylaws, or, if
there be no such date fixed, on the record dates given below, shall be entitled
to vote at a meeting.
If no record date is fixed:
a. The record date for determining shareholders entitled to notice of, or to
vote, at a meeting of shareholders, shall be at the close of business on
the business day next preceding the day on which notice is given or, if
notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.
b. The record date for determining the shareholders entitled to give consent
to corporate actions in writing without a meeting, when no prior action by
the Board is necessary, shall be the day on which the first written consent
is given.
c. The record date for determining shareholders for any other purpose shall be
at the close of business on the day on which the Board adopts the
resolution relating, thereto, or the 60th day prior to the date of such
other action, whichever is later.
Every shareholder entitled to vote shall be entitled to one vote for each share
held, except as otherwise provided by law, by the Articles of Incorporation or
by other provisions of these Bylaws. Except with respect to elections of
Directors, any shareholder entitled to vote may vote part of his or her shares
in favor of a proposal and refrain from voting the remaining shares or vote them
against the proposal. If a shareholder falls to specify the number of shares he
or she is affirmatively voting, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares the shareholder is
entitled to vote.
At each election of Directors, shareholders shall not be entitled to cumulate
votes unless the candidates' names have been placed in nomination before the
commencement of the voting and a shareholder has given notice at the meeting,
and before the voting has begun, of his or her intention to cumulate votes. If
any shareholder has given such notice then all shareholders entitled to vote may
cumulate their votes by giving one candidate a number of votes equal to the
number of Directors to be elected multiplied by the number of his or her shares
or by distributing such votes on the same principle among any number of
candidates as he or she thinks fit. The candidates receiving the highest number
of votes, up to the number of Directors to be elected, shall be elected. Votes
cast against a candidate or which are withheld shall have no effect. Upon the
demand of any shareholder made before the voting begins, the election of
Directors shall be by ballot rather than by voice vote.
SECTION 10: Proxies
Every person entitled to vote shares may authorize another person or persons to
act by proxy with respect to such shares by filing a written proxy with the
Secretary of the Corporation, executed by such person or his or her duly
authorized agent.
A proxy shall not be valid after the expiration of eleven (11) months from the
date thereof unless otherwise provided in the proxy. Every proxy shall continue
in full force and effect until revoked by the person executing it prior to the
vote pursuant thereto.
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ARTICLE III
DIRECTORS
SECTION 1: Powers
Subject to any limitations in the Articles of Incorporation and to the
provisions of the Colorado Corporations Code, 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: Number
The authorized number of Directors shall be at least one (1) and no more than
fifteen (15). After issuance of shares, this Bylaw may only be amended by
approval of a majority of the outstanding shares entitled to vote; provided,
moreover, that a Bylaw reducing the fixed number of Directors to a number less
than one (1) cannot be adopted unless in accordance with the additional
requirements of Article IX of these Bylaws.
SECTION 3: Election and Tenure of Office
The Directors shall be elected at the annual meeting of the shareholders and
hold office until the next annual meeting and until their successors have been
elected and qualified.
SECTION 4: Vacancies
Any vacancy occurring in the Board, including a vacancy resulting from an
increase in the number of Directors, may be filled by the Board, or if the
Directors remaining in office constitute fewer than quorum of the Board, they
may fill the vacancy by the affirmative vote of a majority of all the Directors
remaining in office. Each Director so chosen shall hold office until the
expiration of the term of the Director, if any, whom he has been chosen to
succeed, or, if none, until the expiration of the term designated by the Board
for the directorship to which he has been elected, or until his earlier removal,
resignation, death, or other incapacity.
SECTION 5: Removal
Any or all of the Directors may be removed without cause if such removal is
approved by a majority of the outstanding shares entitled to vote.
The Superior Court of the proper county may, on the suit of shareholders holding
at least 25 percent of the number of outstanding shares of any class, remove
from office any Director in case of fraudulent or dishonest acts or gross abuse
of authority or discretion with reference to the Corporation and may bar from
reelection any Director so removed for a period prescribed by the court. The
Corporation shall be made a party to such action.
SECTION 6: Place of Minutes
Meetings of the Board of Directors shall be held at any place, within or without
the State of Colorado, which has been designated in the notice of the meeting
or, if not stated in the notice or if there is no notice, at the principal
executive office of the Corporation or as may be designated from time to time by
resolution of the Board of Directors. Meetings of the Board may be held through
use of conference telephone or similar communications equipment, as long as all
Directors participating in the meeting can hear one another.
SECTION 7: Annual, Regular and Special Directors' Meetings
An annual meeting of the Board of Directors shall be held without notice
immediately after and at the same place as the annual meeting of the
shareholders.
Other regular meetings of the Board of Directors shall be held at such times and
places as may be fixed from time to time by the Board of Directors. Call and
notice of these regular meetings shall not be required.
Special meetings of the Board of Directors may be called by the Chairperson of
the Board, the President, Vice President, Secretary, or any two Directors.
Special meetings of the Board of Directors shall be held upon four (4) days'
notice by mail, or forty-eight (48) hours' notice delivered personally or by
telephone or telegraph. A notice or waiver of notice need not specify the
purpose of any special meeting of the Board of Directors.
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If any meeting is adjourned for more than 24 hours, notice of the adjournment to
another time or place shall be given before the time of the resumed meeting to
all Directors who were not present at the time of adjournment of the original
meeting.
SECTION 8: Quorum and Board Action
At all meetings of the Board, a majority of the number of Directors designated
for the full Board shall be necessary to constitute a quorum for the transaction
of any business, except (a) that for the purpose of filling of vacancies of the
Board a majority of Directors then in office shall constitute a quorum, and (b)
that a lesser number may adjourn the meeting from time to time until a quorum is
present. The affirmative vote of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board, unless the
act of a greater number is required by law, the Articles or these Bylaws.
SECTION 9: Waiver of Notice
The transactions of any meeting of the Board, however called and noticed or
wherever held, are as valid as though undertaken at a meeting duly held after
regular call and notice if a quorum is present and if, either before or after
the meeting, each of the Directors not present signs a written waiver of notice,
a consent to holding the meeting, or an approval of the minutes thereof All such
waivers, consents, and approvals shall be filed with the Corporate records or
made a part of the minutes of the meeting. Waivers of notice or consents need
not specify the purpose of the meeting.
SECTION 10. Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a
meeting, if all members of the Board shall individually or collectively consent
in writing to such action. Such written consent or consents shall be filed with
the minutes of the proceedings of the Board. Such action by written consent
shall have the same force and effect as a unanimous vote of the Directors.
SECTION 11: Compensation
No salary shall be paid Directors, as such, for their services but, by
resolution, the Board of Directors may allow a reasonable fixed sum and expenses
to be paid for attendance at regular or special meetings. Nothing contained
herein shall prevent a Director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attendance at meetings.
ARTICLE IV
OFFICERS
SECTION 1: Officers
The Officers of the Corporation shall be a President, a Vice President, a
Secretary, and a Treasurer. The Corporation also may have such other Officers
with such titles and duties as shall be determined by the Board of Directors.
Any number of offices may be held by the same person.
SECTION 2: Election
All officers of the Corporation shall be chosen by, and serve at the pleasure
of, the Board of Directors.
SECTION 3: Resignation and Removal
An officer may be removed at any time, either with or without cause, by the
Board. An officer may resign at any time upon written notice to the Corporation
given to the Board, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the date of receipt of such notice or at any
other time specified therein. The removal or resignation of an officer shall be
without prejudice to the rights, if any, of the officer or the Corporation under
any contract of employment to which the officer is a party.
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SECTION 4: President
The President shall, subject to the direction and control the Board of
Directors, have general supervision, direction, and control of the business and
affairs of the Corporation. He or she shall preside at all meetings of the
shareholders and Directors and be an ex-officio member of all the standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management usually vested in the office of
President of a corporation and shall have such other powers and duties as may
from time to time be prescribed by the Board of Directors or these Bylaws.
SECTION 5: Vice President
In the absence or disability of the President, the Vice Presidents, in order of
their rank as fixed by the Board of Directors (or if not ranked, the Vice
President designated by the Board) shall perform all the duties of the President
and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the President. Each Vice President shall have such other
powers and perform such other duties as may from time to time be prescribed by
the Board of Directors or these Bylaws.
SECTION 6: Secretary
The Secretary shall keep, or cause to be kept, at the principal executive office
of the Corporation, a book of minutes of all meetings of Directors and
shareholders. The minutes shall state the time and place of holding of all
meetings; whether regular or special, and if special, how called or authorized,
the notice thereof given or the waivers of notice received; the names of those
present at Directors' meetings; the number of shares present or represented at
shareholders' meetings; and an account of the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal executive office
of the Corporation, or at the office of the Corporation's transfer agent, a
share register, showing the names of the shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates
issued for shares, and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall keep, or cause to be kept, at the principal executive office
of the Corporation, the original or a copy of the Bylaws of the Corporation, as
amended or otherwise altered to date, certified by him or her.
The Secretary shall give, or cause to be given, notice of all meetings of
shareholders and Directors required to be given by law or by the provisions of
these Bylaws.
The Secretary shall have charge of the seal of the Corporation and have such
other powers and perform such other duties as may from time to time be
prescribed by the Board of these Bylaws.
In the absence or disability of the Secretary, the Assistant Secretaries if any,
in order of their rank as fixed by the Board of Directors (or if not ranked, the
Assistant Secretary designated by the Board of Directors), shall have all the
powers of, and be subject to all the restrictions upon, the Secretary. The
Assistant Secretaries, if any, shall have such other powers and perform such
other duties as may from time to time be prescribed by the Board of Directors or
these Bylaws.
SECTION 7: Treasurer
The 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.
The Treasurer shall deposit monies and other valuables in the name and to the
credit of the Corporation with which depositories as may be designated by the
Board of Directors. He or she shall disburse the funds of the Corporation in
payment of the just demands against the Corporation as authorized by the Board
of Directors; shall render to the President and Directors, whenever they request
it, an account of all his or her transactions as Treasurer and of the financial
condition of the corporation; and shall have such other powers and perform such
other duties as may from time to time be prescribed by the Board of Directors or
the Bylaws.
In the absence or disability of the Treasurer, the Assistant Treasurers, if any,
in order of their rank as fixed by the Board of Directors (or if not ranked, the
Assistant Treasurer designated by the Board of Directors), shall perform all the
duties of the Treasurer and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the Treasurer. The Assistant Treasurers, if
any, shall have such other powers and perform such other duties as may from time
to time be prescribed by the Board of Directors or these Bylaws.
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SECTION 8: Compensation
The Officers of this Corporation shall receive such compensation for their
services as may be fixed by resolution of the Board of Directors.
ARTICLE V
EXECUTIVE COMMITTEES
SECTION 1: At Option of Board of Directors
The Board may, by resolution adopted by a majority of the authorized number of
Directors, designate one or more committees, each consisting of two or more
Directors, to serve at the pleasure of the Board. Any such committee, to the
extent provided in the resolution of the Board, shall have all the authority of
the Board, except with respect to:
a. The approval of any action for which the approval of the shareholders or
approval of the outstanding shares is also required.
b. The filling of vacancies on the Board or in any committee.
c. The fixing of compensation of the Directors for serving on the Board or on
any committee.
d. The amendment or repeal of Bylaws or the adoption of new Bylaws.
e. The amendment or repeal of any resolution of the Board which by its express
terms is not so amendable or repealable.
f. A distribution to the shareholders of the Corporation, except at a rate or
in a periodic amount or within a price range determined by the Board.
g. The appointment of other committees of the Board or the members thereof
ARTICLE VI
CORPORATE RECORDS AND REPORTS
SECTION 1: Inspection by Shareholders
The share register shall be open to inspection and copying by any shareholder or
holder of a voting trust certificate at any time during usual business hours
upon written demand on the Corporation, for a purpose reasonably related to such
holder's interest as a shareholder or holder of a voting trust certificate. Such
inspection and copying under this section may be made in person or by agent or
attorney.
The accounting books and records of the Corporation and the minutes of
proceedings of the shareholders and the Board and committees of the Board shall
be open to inspection upon written demand of the Corporation by any shareholder
or holder of a voting trust certificate at any reasonable time during usual
business hours, for any proper purpose reasonably related to such holder's
interests as a shareholder or as the holder of such voting trust certificate.
Such inspection by a shareholder or holder of voting trust certificate may be
made in person or by agent or attorney, and the right of inspection includes the
right to copy and made extracts.
Shareholders shall also have the right to inspect the original or copy of these
Bylaws, as amended to date and kept at the Corporation's principal executive
office, at all reasonable times during business hours.
SECTION 2: Inspection by Directors
Every Director shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties of the Corporation, domestic or foreign. Such inspection by
a Director may be made in person or by agent or attorney. The right of
inspection includes the right to copy and make extracts.
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SECTION 3: Right to Inspect Written Records
If any record subject to inspection pursuant to this chapter is not maintained
in written form, a request for inspection is not complied with unless and until
the Corporation at its expense makes such record available in written form.
SECTION 4: Waiver of Annual Report
The annual report to shareholders is hereby expressly waived, as long as this
Corporation has less than 100 holders of record of its shares. This waiver shall
be subject to any provision of law allowing, shareholders to request the
Corporation to furnish financial statements.
SECTION 5: Contracts, etc.
The Board of Directors, except as otherwise provided in the Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the Corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent, or employee shall have any power
or authority to bind the Corporation by any contract, or to pledge its credit,
or to render it liable for any purpose or amount.
ARTICLE VII
INDEMNIFICATION AND INSURANCE OF CORPORATE AGENTS
SECTION 1
(a) "Indemnitee" means (i) any present or former Director, advisory director or
officer of the Corporation, (ii) any person who while serving in any of the
capacities referred to in clause (i) hereof served at the Corporation's request
as a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, and (iii) any
person nominated or designated by (or pursuant to authority granted by) the
Board of Directors or any committee thereof to serve in any of the capacities
referred to in clauses (i) or (ii) hereof.
(b) "Official Capacity" means (i) when used with respect to a Director, the
office of Director of the Corporation, and (ii) when used with respect to a
person other than a Director, the elective or appointive office of the
Corporation held by such person or the employment or agency relationship
undertaken by such person on behalf of the Corporation, but in each case does
not include service for any other foreign or domestic corporation or any
partnership, joint venture, sole proprietorship, trust, employee benefit plan or
other enterprise.
(c) "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, any appeal in such an action, suit or proceeding, and any inquiry
or investigation that could lead to such an action, suit or proceeding.
SECTION 2: Indemnification
The Corporation shall indemnify every Indemnitee against all judgments,
penalties (including excise and similar taxes), fines, amounts paid in
settlement and reasonable expenses actually incurred by the Indemnitee in
connection with any Proceeding in which he was, is or is threatened to be named
defendant or respondent, or in which he was or is a witness without being named
a defendant or respondent, by reason, in whole or in part, of his serving or
having served, or having been nominated or designated to serve, in any of the
capacities referred to in Section 1, if it is determined in accordance with
Section 4 that the Indemnitee (a) conducted himself in good faith, (b)
reasonably believed, in the case of conduct in his Official Capacity, that his
conduct was in the Corporation's best interests and, in all other cases, that
his conduct was at least not opposed to the Corporation's best interests, and
(c) in the case of any criminal proceeding, had no reasonable cause to believe
that his conduct was unlawful; provided, however, that in the event that an
Indemnitee is found liable to the Corporation or is found liable on the basis
that personal benefit was improperly received by the Indemnitee the
indemnification (i) is limited to reasonable expenses actually incurred by the
Indemnitee in connection with the Proceeding and (ii) shall not be made in
respect of any Proceeding in which the Indemnitee shall have been found liable
for willful or intentional misconduct in the performance of his duty to the
Corporation. Except as provided in the immediately preceding proviso to the
first sentence of this Section 2, no indemnification shall be made under this
Section 2 in respect of any Proceeding in which such Indemnitee shall have been
(x) found liable on the basis that personal benefit was improperly received by
him, whether or not the benefit resulted from an action taken in the
Indemnitee's Official Capacity, or (y) found liable to the Corporation. The
termination of any Proceeding by judgment, order, settlement or conviction, or
on a plea of nolo contendere or its equivalent, is not of itself determinative
that the Indemnitee did not meet the requirements set forth in clauses (a), (b)
or (c) in the first sentence of this Section 2. An Indemnitee shall be deemed to
have been found liable in respect of any claim, issue or matter only after the
Indemnitee shall have been so adjudged by a court of competent jurisdiction
after exhaustion of all appeals therefrom. Reasonable expenses shall, include,
without limitation, all court costs and all fees and disbursements of attorneys
for the Indemnitee. The indemnification provided herein shall be applicable
whether or not negligence or gross negligence of the Indemnitee is alleged or
proven.
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SECTION 3: Successful Defense
Without limitation of Section 2 and in addition to the indemnification provided
for in Section 2, the Corporation shall indemnify every Indemnitee against
reasonable expenses incurred by such person in connection with any Proceeding in
which he is a witness or a named defendant or respondent because he served in
any of the capacities referred to in Section 1, if such person has been wholly
successful, on the merits or otherwise, in defense of the Proceeding.
SECTION 4: Determinations
Any indemnification under Section 2 (unless ordered by a court of competent
jurisdiction) shall be made by the Corporation only upon a determination that
indemnification of the Indemnitee is proper in the circumstances because he has
met the applicable standard of conduct. Such determination shall be made (a) by
the Board of Directors by a majority vote of a quorum consisting of Directors
who, at the time of such vote, are not named defendants or respondents in the
Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of
a committee of the Board of Directors, duly designated to act in the matter by a
majority vote of all Directors (in which designated Directors who are named
defendants or respondents in the Proceeding may participate), such committee to
consist solely of two (2) or more Directors who, at the time of the committee
vote, are not named defendants or respondents in the Proceeding; (c) by special
legal counsel selected by the Board of Directors or a committee thereof by vote
as set forth in clauses (a) or (b) of this Section 4 or, if the requisite quorum
of all of the Directors cannot be obtained therefor and such committee cannot be
established, by a majority vote of all of the Directors (in which Directors who
are named defendants or respondents in the Proceeding may participate); or (d)
by the shareholders in a vote that excludes the shares held by Directors that
are named defendants or respondents in the Proceeding. Determination as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, determination
as to reasonableness of expenses must be made in the manner specified in clause
(c) of the preceding sentence for the selection of special legal counsel. In the
event a determination is made under this Section 4 that the Indemnitee has met
the applicable standard of conduct as to some matters but not as to others,
amounts to be indemnified may be reasonably prorated.
SECTION 5: Advancement of Expenses
Reasonable expenses (including court costs and attorneys' fees) incurred by an
Indemnitee who was or is a witness or was, is or is threatened to be made a
named defendant or respondent in a Proceeding shall be paid by the Corporation
at reasonable intervals in advance of the final disposition of such Proceeding,
and without making any of the determinations specified in Section 4, after
receipt by the Corporation of (a) a written affirmation by such Indemnitee of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the Corporation under this Article and (b) a written
undertaking by or on behalf of such Indemnitee to repay the amount paid or
reimbursed by the Corporation if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as authorized in this Article.
Such written undertaking shall be an unlimited obligation of the Indemnitee but
need not be secured and it may be accepted without reference to financial
ability to make repayment. Notwithstanding any other provision of this Article,
the Corporation may pay or reimburse expenses incurred by an Indemnitee in
connection with his appearance as a witness or other participation in a
Proceeding at a time when he is not named a defendant or respondent in the
Proceeding.
SECTION 6: Employee Benefit Plans
For purposes of this Article, the Corporation shall be deemed to have requested
an Indemnitee to serve an employee benefit plan whenever the performance by him
of his duties to the Corporation also imposes duties on or otherwise involves
services by him to the plan or participants or beneficiaries of the plan. Excise
taxes assessed on an Indemnitee with respect to an employee benefit plan
pursuant to applicable law shall be deemed fines. Action taken or omitted by an
Indemnitee with respect to an employee benefit plan in the performance of his
duties for a purpose reasonably believed by him to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Corporation.
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SECTION 7: Other Indemnification and Insurance
The indemnification provided by this Article shall (a) not be deemed exclusive
of, or to preclude, any other rights to which those seeking indemnification may
at any time be entitled under the Corporation's Articles of Incorporation, any
law, agreement or vote of Shareholders or disinterested Directors, or otherwise,
or under any policy or policies of insurance purchased and maintained by the
Corporation on behalf of any Indemnitee, both as to action in his Official
Capacity and as to action in any other capacity, (b) continue as to a person who
has ceased to be in the capacity by reason of which he was an Indemnitee with
respect to matters arising during the period he was in such capacity, (c) inure
to the benefit of the heirs, executors and administrators of such a person and
(d) not be required if and to the extent that the person otherwise entitled to
payment of such amounts hereunder has actually received payment therefor under
any insurance policy, contract or otherwise.
SECTION 8: Notice
Any indemnification of or advance of expenses to an Indemnitee in accordance
with this Article shall be reported in writing to the Shareholders of the
Corporation with or before the notice or waiver of notice of the next
Shareholders' meeting or with or before the next submission to Shareholders of a
consent to action without a meeting and, in any case, within the 12-month period
immediately following the date of the indemnification or advance.
SECTION 9: Construction
The indemnification provided by this Article shall be subject to all valid and
applicable laws, including, without limitation, the Nevada General Corporation
Law, and, in the event this Article or any of the provisions hereof or the
indemnification contemplated hereby are found to be inconsistent with or
contrary to any such valid laws, the latter shall be deemed to control and this
Article shall be regarded as modified accordingly, and, as so modified, to
continue in full force and effect.
SECTION 10: Continuing Offer, Reliance, Etc.
The provisions of this
Article (a) are for the benefit of, and may be enforced by, each Indemnitee of
the Corporation, the same as if set forth in their entirety in a written
instrument duly executed and delivered by the Corporation and such Indemnitee
and (b) constitute a continuing offer to all present and future Indemnitees. The
Corporation, by its adoption of these Bylaws, (x) acknowledges and agrees that
each Indemnitee of the Corporation has relied upon and will continue to rely
upon the provisions of this Article in becoming, and serving in any of the
capacities referred to in Section 1(a) of this Article, (y) waives reliance
upon, and all notices of acceptance of, such provisions by such Indemnitees and
(z) acknowledges and agrees that no present or future Indemnitee shall be
prejudiced in his right to enforce the provisions of this Article in accordance
with their terms by any act or failure to act on the part of the Corporation.
SECTION 11: Effect of Amendment
No amendment, modification or repeal of this Article or any provision hereof
shall in any manner terminate, reduce or impair the right of any past, present
or future Indemnitees to be indemnified by the Corporation, nor the obligation
of the Corporation to indemnify any such Indemnitees, under and in accordance
with the provisions of the Article as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.
ARTICLE VIII
SHARES
SECTION 1: Certificates
The Corporation shall issue certificates for its shares when fully paid.
Certificates of stock shall be issued in numerical order, and shall state the
name of the record holder of the shares represented thereby; the number,
designation, if any, and the class or series of shares represented thereby; and
contain any statement or summary required by any applicable provision of the
Colorado Corporations Code.
Every certificate for shares shall be signed in the name of the Corporation by
(1) the Chairperson or Vice Chairperson of the Board or the President or a Vice
President and (2) by the Treasurer or the Secretary or an Assistant Secretary.
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SECTION 2: Transfer of Shares
Upon surrender to the Secretary or transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, shall be the duty of the
Secretary of the Corporation to issue a new certificate to the person entitled
thereto, to cancel the old certificate, and to record the transaction upon the
share register of the Corporation.
SECTION 3: Record Date
The Board of Directors may fix a time in the future as record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive payment of any dividend or
distribution, or any allotment of rights, or to exercise rights in respect to
any other lawful action. The record date so fixed shall not be more than sixty
(60) days nor less than ten (10) days prior to the date of the meeting nor more
than sixty (60) days prior to any other action.
When a record date is so fixed, only shareholders of record on that date are
entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise the rights as the case may
be notwithstanding any transfer of any shares on the books of the Corporation
after the record date.
ARTICLE IX
AMENDMENT OF BYLAWS
SECTION 1: By Shareholders
Bylaws may be adopted, amended or repealed by the affirmative vote or by the
written consent of holders of a majority of the outstanding shares of the
Corporation entitled to vote. However, a Bylaw amendment which reduces the fixed
number of Directors to a number less than three (3) shall not be effective if
the votes cast against the amendment or the shares not consenting to its
adoption are equal to more than 15 percent of the outstanding shares entitled to
vote.
SECTION 2: By Directors
Subject to the night of shareholders to adopt, amend or repeal Bylaws, the
Directors may adopt, amend or repeal any Bylaw, except that a Bylaw amendment
changing the authorized number of Directors may be adopted by the Board of
Directors only if prior to the issuance of shares.
ARTICLE X
REPAYMENT OBLIGATIONS
Any payments made to an officer of the Corporation such as a salary, commission,
bonus, interest, or rent, or entertainment expense incurred by him or her which
shall be disallowed in whole or in part as a deductible expense by the Internal
revenue Service, shall be reimbursed by such officer to the Corporation to the
full extent of such disallowance. It be the duty of the Directors of this
Corporation as a Board to enforce payment of each amount disallowed. In lieu of
payment by the officer, subject to the determination of the Directors,
proportionate amounts may be withheld from said officer's future compensation
payments until the amount owed to the Corporation has been recovered.
APPROVED AND ADOPTED this 6th day of DECEMBER, 2000.
/s/ Farid E. Tannous
-----------------------------
Farid E. Tannous
President
[CORPORATE SEAL]
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CERTIFICATE OF PRESIDENT
I hereby certify that I am the President of iGoHealthy.com, Inc., that
the foregoing Bylaws, consisting of 16 pages, constitute the code of Bylaws of
iGoHealthy.com, Inc., as duly adopted at the organizational meeting of Directors
of the corporation held December 6, 2000.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 6th day of
December, 2000.
/s/ Farid E. Tannous
-----------------------------
Farid E. Tannous
President
[CORPORATE SEAL]
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