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Exhibit 3.2
BY-LAWS
OF
------------------------------------
A Nevada Corporation
ARTICLE I - OFFICES
-------------------
The registered office of the Corporation in the State of Nevada shall be
located in the City and State designated in the Articles of Incorporation.
The Corporation may also maintain offices at such other places within or
without the State of Nevada as the Board of Directors may, from time to
time, determine.
ARTICLES II - MEETING OF SHAREHOLDERS
---------------------------------------
Section 1 - Annual Meetings: (Chapter 78.310)
----------------------------
The annual meeting of the shareholders of the Corporation shall be held at
the time fixed, from time to time, by the Directors.
Section 2 - Special Meetings: (Chapter 78.310)
-----------------------------
Special meetings of the shareholders may be called by the Board of
Directors or such person or persons authorized by the Board of Directors
and shall be held within or without the State of Nevada.
Section 3 - Place of Meeting: (Chapter 78.310)
-----------------------------
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada
as the Directors may from time to time fix. If no designation is made, the
meeting shall be held at the Corporation's registered office in the state
of Nevada.
Section 4 - Notice of Meetings: (Section 78.370)
-------------------------------
(a) Written or printed notice of each meeting of shareholders, whether
annual or special, signed by the president, vice president or secretary,
stating the time when and place where it is to be held, as well as the
purpose or purposes for which the meeting is called, shall be served either
personally or by mail, by or at the direction of the president, the
secretary, or the officers or the persons calling the meeting, not less
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- Unless otherwise stated herein all references to "Sections" in these
Bylaws refer to those sections contained in Title 78 of the Nevada Private
Corporations Law.
NV Bylaws-1
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than ten or more than sixty days before the date of the meeting, unless the
lapse of the prescribed time shall have been waived before the date of the
meeting, unless the lapse of the prescribed time shall have been waived
before or after the taking of such action, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may be required by law. If mailed, such notice shall be
deemed to be given when deposited in the United State mail, addressed to
the shareholder as it appears on the share transfer records of the
Corporation or to the current address, which a shareholder has delivered to
the Corporation in a written notice.
(b) Further notice to shareholder is not required when notice of two
consecutive annual meetings, and all notices of meeting or of the taking of
action by written consent without a meeting to him or her during the period
between those two consecutive annual meeting; or all, and at least two
payments sent by first-class mail of dividends or interest on securities
during a 12-month period have been mailed addressed to him or her at his or
her own address as shown on the records of the Corporation and have been
returned undeliverable.
Section 5 - Quorum: (Section 78.320)
-------------------
(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), a quorum
shall be present at all meetings of shareholders of the Corporation, if the
holders of a majority of the shares entitled to vote on that matter are
represented at the meeting in person or by proxy.
(b) The subsequent withdrawal of any shareholder from the meeting, after
the commencement of a meeting, or the refusal of any shareholder
represented in person or by proxy to vote, shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.
(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present may adjourn the meeting.
Section 6 - Voting and Acting: (Section 78.320 & 78.350)
------------------------------
(a) Except as otherwise provided by the law, the Articles of Incorporation,
of these Bylaws, any corporate action, the affirmative vote of the majority
of shares entitled to vote on that matter and represented either in person
or by proxy at a meeting of shareholders at which a quorum is present,
shall be the act of the shareholders of the Corporation.
(b) Except as otherwise provided by statute, the Certificate of
Incorporation, or these bylaws, at each meeting of shareholders, each
shareholder of the Corporation entitled to vote thereat, shall be entitled
to one vote for each share registered in his name on the books of the
Corporation.
(c) When appropriate communication facilities are reasonably available, any
or all shareholders shall have the right to participate in any
shareholders' meeting, by means of conference telephone or any means of
communications by which all persons participating in the meeting are able
to hear each other.
NV Bylaws-2
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Section 7 - Proxies: (Section 78.355)
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Each shareholder entitled to vote or to express consent or dissent without
a meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself, his authorized officer,
director, employee or agent or by causing the signature of the stockholder
to be affixed to the writing by any reasonable means, including, but not
limited to, a facsimile signature, or by his attorney-in-fact there unto
duly authorized in writing. Every proxy shall be revocable at will unless
the proxy conspicuously states that it is irrevocable and the proxy is
coupled with an interest. A telegram, telex, cablegram, or similar
transmission by the shareholder, or a photographic, photostatic, facsimile,
shall be treated as a valid proxy, and treated as a substitution of the
original proxy, so long as such transmission is a complete reproduction
executed by the shareholder. If it is determined that the telegram,
cablegram or other electronic transmission is valid, the persons appointed
by the Corporation to count the votes of shareholders and determine the
validity of proxies and ballots or other persons making those
determinations must specify the information upon which they relied. No
proxy shall be valid after the expiration of six months from the date of
its execution, unless otherwise provided in the proxy. Such instrument
shall be exhibited to the Secretary at the meeting and shall be filed with
the records of the Corporation. If any shareholder designates two or more
persons to act as proxies a majority of those persons present at the
meeting, or, if one is present, then that one has and may exercise all of
the powers conferred by the shareholder upon all the persons so designated
unless the shareholder provides otherwise.
Section 8 - Action Without A Meeting: (Section 78.320)
-------------------------------------
Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action to be taken at any annual or special shareholders'
meeting, may be taken without a meeting, without prior notice and without a
vote if written consents are signed by a majority of the shareholders of
the Corporation, except however if a different proportion of voting power
is required by law, the Articles of Incorporation or these Bylaws, than
that proportion of written consents is required. Such written consents
must be filed with the minutes of the proceedings of the shareholders of
the Corporation.
ARTICLE III - BOARD OF DIRECTORS
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Section 1 - Number, Term, Election and Qualifications:
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(Section 78.115, 78.330)
(a) The first Board of Directors and all subsequent Boards of the
Corporation shall consist of (), unless and until otherwise determined by
vote of a majority of the entire Board of Directors. The Board of
Directors of shareholders all have the power, in the interim between annual
and special meeting of the shareholders, to increase or decrease the number
of Directors of the Corporation. A Director need not be a shareholder of
the Corporation unless the Certificate of Incorporation of the Corporation
of these Bylaws so require.
NV Bylaws-3
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(c) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation
shall be elected at the first annual shareholders' meeting and at each
annual meeting thereafter, unless their terms are staggered in the Articles
of Incorporation of the Corporation of these Bylaws, by a plurality of the
votes cash at a meeting of shareholders, by the holders of shared entitled
to vote in the election.
(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected
and qualified of until there is a decrease in the number of Directors.
Thereinafter, Directors will be elected at the annual meeting of
shareholders and shall hold office until the annual meeting of the
shareholders next succeeding his election, unless their terms are staggered
in the Articles of Incorporation of the Corporation (so long as at lease
one - fourth in number of the Directors of the Corporation are elected at
each annual shareholders' meeting) of these Bylaws, or until his prior
death, resignation or removal. Any Director may resign at any time upon
written notice of such resignation to the Corporation.
(d) All Directors of the Corporation shall have equal voting power unless
the Articles of Incorporation of the Corporation provide that the voting
power of individual Directors or classes of Directors are greater than or
less than that of any other individual Directors or classes of Directors,
and the different voting powers may be stated in the Articles of
Incorporation or may be dependent upon any fact or event that may be
ascertained outside the Articles of Incorporation if the manner in which
the fact or event may operate on those voting powers is stated in the
Articles of Incorporation. If the Articles of Incorporation provide that
any Directors have voting power greater or less than other Directors of the
Corporation, every reference in these Bylaws to a majority or other
proportion of Directors shall be deemed to refer to majority or other
proportion of the voting power of all the Directors or classes of
Directors, as may be required by the Articles of Incorporation.
Section 2 - Duties and Powers: (Section 78.120)
------------------------------
The Board of Directors shall be responsible for the control and management
of the business and affairs, property and interests of the Corporation, and
may exercise all powers of the Corporation, except such as those stated
under Nevada state law, are in the Articles of Incorporation or by those
Bylaws, expressly conferred upon or reserved to the shareholders or any
other person or persons named therein.
Section 3 - Regular Meetings: Notice: (Section 78.310)
-------------------------------------
(a) A regular meeting of the Board of Directors shall be held either within
or without the State of Nevada at such time and at such place as the Board
shall fix.
(b) No notice shall be required of any regular meeting of the Board of
Directors and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change
the time or place of any regular meeting when such time and place was fixed
before such change, notice of such actions shall be given to each director
who shall not have been present at the meeting at which such action was
taken within the time limited, and in the manner set forth in these Bylaws
with respect to special meetings, unless such notice shall be waived in the
manner set forth in these Bylaws.
NV Bylaws-4
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Section 4 - Special Meetings Notice: (Section 78.310)
------------------------------------
(a) Special meetings of the Board of Directors shall be held at such time
and place as may be specified in the respective notices or waivers thereof.
(b) Except as otherwise required statute, written notice of special
meetings shall be mailed directly to each Director, addressed to him at his
residence or usual place of business, or delivered orally, with sufficient
time for the convenient assembly of Directors thereat, or shall be sent to
him at such place by telegram, radio or cable, or shall be delivered to him
personally or given to him orally, not later than the day before the day on
which the meeting is to be held. If mailed, the notice of any special
meeting shall be deemed to be delivered on the second day after it is
deposited in the United States mails, so addressed, with postage prepaid.
If notice is given by telegram, it shall be deemed to be delivered when the
telegram is delivered to the telegraph company. A notice, or waiver of
notice, except as required by these Bylaws, need not specify the business
to be transacted at or the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or
at its commencement, the lack of notice to him, or who submits a signed
waiver of notice, whether before or after the meeting. Notice of any
adjourned meeting shall not be required to be given.
Section 5 - Chairperson:
------------------------
The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or
he or she shall be absent, then the President shall preside, and in his
absence, any other director chosen by the Board of Directors shall preside.
Section 6 - Quorum and Adjournments: (Section 78.315)
------------------------------------
(a) At all meetings of the Board of Directors, or any committee thereof,
the presence of a majority of the entire Board, or such committee thereof,
shall constitute a quorum for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation, or these
Bylaws.
(b) A majority of the directors at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from
time to time without notice, whether or not a quorum exists. Notice of
such adjourned meeting shall be given to Directors not present at time of
the adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other Directors who were
present at the adjourned meeting.
Section 7 - Manner of Acting: (Section 78.315)
-----------------------------
(a) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which
he may hold.
NV Bylaws-5
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(b) Except as otherwise provided by law, by the Articles of Incorporation,
or these bylaws, action approved by a majority of the votes of the
Directors present at any meeting of the Board or any committee thereof, at
which a quorum is present shall be the act of the Board of Directors or any
committee thereof.
(c) Any action authorized in writing made prior or subsequent to such
action, by all of the Directors entitled to vote thereon and filed with the
minutes of the Corporation shall be the act of the Board of Directors, or
any committee thereof, and have the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board or
committee for all purposes.
(d) Where appropriate communications facilities are reasonably available,
any or all directors shall have the right to participate in any Board of
Directors meeting, by means of conference telephone or any means of
communications by which all persons participating in the meeting are able
to hear each other.
Section 8 - Vacancies: (Section 78.335)
----------------------
(a) Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any vacancy in the Board of Directors occurring by reason of
an increase in the number of directors, or by reason of the death,
resignation, disqualification, removal or inability to act of any director
or other cause, shall be filled by an affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board or by a sole
remaining Director, at any regular meeting or special meeting of the Board
of Directors called for that purpose except whenever the shareholders of
any class or classes of series thereof are entitled to elect one or more
Directors by the Certificate of Incorporation of the Corporation, vacancies
and newly created directorships of such class or classes or series may be
filled by a majority of the Directors elected by such class or classes or
series thereof then in office, or by a sole remaining Director so elected.
(b) Unless otherwise provided for by law, the Articles of Incorporation or
these Bylaws, when one or more Directors shall resign from the board and
such resignation is effective at a future date, a majority of the
directors, then in office, including those who have so resigned, shall have
the power to fill such vacancies, the vote otherwise to take effect when
such resignation or resignations shall become effective.
Section 9 - Resignations: (Section 78.335)
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A Director may resign at any time by giving written notice of such
resignation to the Corporation.
Section 10 - Removal: (Section 78.335)
---------------------
Unless otherwise provided for by the Articles of Incorporation, one or more
or all the Directors of the Corporation may removed with or without cause
at any time by a vote of two-thirds of the shareholders entitled to vote
thereon, at a special meeting of the shareholders called for that purpose,
unless the Articles of Incorporation provide that Directors may only be
removed for cause, provided however, such Director shall not be removed if
the Corporation states in its Articles of Incorporation that its Director
NV Bylaws-6
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shall be elected by cumulative voting and there are a sufficient number of
shares cast against his or her removal, which if cumulatively voted at an
election of Directors would be sufficient to elect him or her. If a
Director was elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove
that Director.
Section 11 - Compensation: (Section 78.140)
--------------------------
The Board of Directors may authorize and establish reasonable compensation
of the Directors for services to the Corporation as Directors, including,
but not limited to attendance at any annual or special meeting of the
Board.
Section 12 - Committees: (Section 78.125)
------------------------
Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board of Directors, may from time to time designate from
among its members one or more committees, and alternate members thereof, as
they deem desirable, each consisting of one or more members, with such
powers and authority (to the extent permitted by law and these Bylaws) as
may be provided in such resolution. Unless the Articles of Incorporation
or Bylaws state otherwise, the Board of Directors may appoint natural
persons who are not Directors to serve on such committees authorized
herein. Each such committee shall serve at the pleasure of the Board and,
unless otherwise stated by law, the Certificate of Incorporation of the
Corporation of these Bylaws, shall be governed by the rules and regulations
stated herein regarding the Board of Directors.
ARTICLE IV - OFFICERS
----------------------
Section 1 - Number, Qualifications, Election and Term of Office:
----------------------------------------------------
(Section 78.130)
(a) The Corporation's officers shall have such titles and duties as shall
be stated by Bylaws or in a resolution of the Board of Directors which is
not inconsistent with these Bylaws. The officers of the Corporation shall
consist of a president, secretary and treasurer, and also may have one or
more vice presidents, assistant secretaries and assistant treasurers and
such officers as the Board of Directors may from time to time deem
advisable. Any officer may hold two or more offices in the Corporation.
(b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have
been duly elected and qualified, subject to earlier termination by his or
her death, resignation or removal.
Section 2 - Resignation:
------------------------
Any officer may resign at any time by given written notice of such
resignation to the Corporation.
NV Bylaws-7
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Section 3 - Removal:
--------------------
Any officer elected by the Board of Directors may be removed, either with
or without cause, and a successor elected by the Board at any time, and any
officer or assistant officer, if appointed by another officer, may likewise
be removed by such officer.
Section 4 - Vacancies:
----------------------
(a) A vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of
Directors may be filled by the Board of Directors.
Section 5 - Bonds:
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The Corporation may require any or all of its officers or Agents to post a
bond, or otherwise, to the Corporation for the faithful performance of
their positions or duties.
Section 6 - Compensation:
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The compensation of the officers of the Corporation shall be fixed from
time to time by the Board of Directors.
ARTICLE V - SHARES OF STOCK
-----------------------------
Section 1 - Certificate of Stock: (Section 78.235)
---------------------------------
(a) The shares of the Corporation shall be represented by certificates or
shall be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed (either manually
or by facsimile), by officers or agents designated by the Corporation for
such purposes, and shall certify the number of shares owned by him in the
Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk or the registrar, than
a facsimile of the signatures of the officers or agents, the transfer agent
or transfer clerk, any by a registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
Corporation uses facsimile signatures of its officers and agents on its
stock certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be identical if the institution acting in
those dual capacities countersigns or otherwise authenticates any stock
certificates in both capacities. If any officer who has signed or whose
facsimile signature has been placed upon such certificate, shall have
ceased to by such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer
at the date of its issue.
(c) If the Corporation issues uncertificated shares as provided for in
these Bylaws, within a reasonable time after the issuance or transfer of
such uncertificated shares, and at least annually thereafter, the
Corporation shall send the shareholder a written statement certifying the
number of shares owned by such shareholder in the Corporation.
NV Bylaws-8
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(d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the
holders of certificates representing shares of the same class and series
shall be identical.
Section 2 - Lost or Destroyed Certificates: (Section 104.8405)
-------------------------------------------
The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed if the
owner:
(a) so requests before the Corporation has notice that the shares have
been acquired by a bona fide purchaser,
(b) files with the Corporation a sufficient indemnity bond; and
(c) satisfies such other requirements, including evidence of such
loss, theft or destruction, as may be imposed by the Corporation.
Section 3 - Transfer of Shares: (Section 104.8401, 104.8406 & 104.8416)
-------------------------------
(a) Transfers or registration of transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation by the
registered holder thereof, or by his attorney duly authorized by a written
power of attorney; and in the case of shares represented by certificates
only after the surrender to the Corporation of the certificates
representing such shares with such shares properly endorsed, with such
evidence of the authenticity of such endorsement, transfer, authorization
and other matters as the Corporation may reasonably require, and the
payment of all stock transfer taxes due thereon.
(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such shares or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
except as otherwise expressly provided by law.
Section 4 - Record Date: (Section 78.215 & 78.350)
------------------------
(a) The Board of Directors may fix, in advance, which shall not be more
than sixty days before the meeting or action requiring a determination of
shareholders, as the record date for the determination of shareholders
entitled to receive notice of, or to vote at, any meeting of shareholders,
or to consent to any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividends, or
allotment of any rights, or for the purpose of any other action. If no
record date is fixed, the record date for shareholders entitled to notice
of meeting shall be at the close of business on the day preceding the day
on which notice is given, or, of no notice is given, the day on which the
meeting is held, or if notice is waived, at the close of business on the
day before the day on which the meeting is held.
(b) The Board of Directors may fix a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted for
shareholders entitled to receive payment of any dividend or other
distribution or allotment of any rights of shareholders entitled to
exercise any rights in respect of any change, conversion or exchange of
stock, or for purpose of any other lawful action.
NV Bylaws-9
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(c) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned
meeting.
Section 5 - Fractions of Shares/Scrip: (Section 78.205)
--------------------------------------
The Board of Directors may authorize the issuance of certificates or
payment of money for fractions of a share, either represented by a
certificate or uncertificated, which shall entitle the holder to exercise
voting rights, receive dividends and participate in any assets of the
Corporation in the event of liquidation, in proportion to the fractional
holdings; or it may authorize the payment in case of the fair value of
fractions of a share as of the time when those entitled to receive such
fractions are determined; or it may authorize the issuance, subject to such
conditions as may be permitted by law, of scrip in registered or bearer
form over the manual or facsimile signature of an officer or agent of the
Corporation or its agent for that purpose, exchangeable as therein provided
for full shares, but such scrip shall not entitle the holder to any rights
of shareholder, except a therein provided. The scrip may contain any
provisions or conditions that the Corporation deems advisable. If a scrip
ceases to be exchangeable for full share certificates, the shares that
would otherwise have been issuable as provided on the scrip are deemed to
be treasury shares unless the scrip contains other provisions for their
disposition.
ARTICLE VI - DIVIDENDS (Section 78.215 & 78.288)
------------------------
(a) Dividends may be declared and paid out of any funds available therefor,
as often, in such amounts, and at such time or times as the Board of
Directors may determine and shares may be issued pro rata and without
consideration to the Corporation's shareholders or to the shareholders of
one or more classes or series.
(b) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless:
(i) so authorized by the Articles of Incorporation;
(ii) a majority of the shareholders of the class or series to be
issued approve the issue; or
(iii) there are no outstanding shares of the class or series of shares
that are authorized to be issued.
ARTICLE VII - FISCAL YEAR
--------------------------
The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors from time to time, subject to applicable
law.
ARTICLE VIII - CORPORATE SEAL (Section) 78.065
------------------------------
The corporate seal, if any, shall be in such form as shall be prescribed
and altered, from time to time, by the Board of Directors. The use of a
seal or stamp by the Corporation on corporate documents is not necessary
and the lack thereof shall not in any way affect the legality of a
corporate document.
NV Bylaws-10
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ARTICLE IX - AMENDMENTS
-------------------------
Section 1 - By Shareholders:
----------------------------
All Bylaws of the Corporation shall be subject to alteration or repeal, and
new Bylaws may be made, by a majority vote of the shareholders at the time
entitled to vote in the election of Directors even though these Bylaws may
also be altered, amended or repealed by the Board of Directors.
Section 2 - By Directors: (Section 78.120)
-------------------------
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, Bylaws of the Corporation.
ARTICLE X - WAIVER OF NOTICE: (Section 78.375)
------------------------------
Whenever any notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a written waiver signed by the person or
persons entitled to such notice, whether before or after the meeting by any
person, shall constitute a waiver of notice of such meeting.
ARTICLE XI - INTERESTED DIRECTORS: (Section 78.140)
-----------------------------------
No contract or transaction shall be void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
Directors of Officers, are directors or officers, or have a financial
interest, when such Director or Officer is present at or participates in
the meeting of the Board, or the committee of the shareholders which
authorizes the contract or transaction or his, her or their votes are
counted for such purpose, if:
(a) the material facts as to his, her or their relationship or
interest and as to the contract of transaction are disclosed or are known
to the Board of Directors or the committee and are noted in the minutes of
such meeting, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors be less
than a quorum; or
(b) the material facts as to his, her or their relationship or
relationships or interest or interests and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the shareholders; or
(c) the contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of Directors,
a committee of the shareholders; or
(d) the fact of the common directorship, office or financial interest
is not disclosed or known to the Director or Officer at the time the
transaction is brought before the Board of Directors of the Corporation for
such action.
NV Bylaws-11
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Such interested Directors may be counted when determining the presence of a
quorum at the Board of Directors' or committee meeting authorizing the
contract or transaction.
ARTICLE XII - ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT:
-----------------------------------------------------------------------
(Section 78.150 & 78.165)
The Corporation shall, within sixty days after the filing of its Articles
of Incorporation with the Secretary of State, and annually thereafter on or
before the last day of the month in which the anniversary date of
incorporation occurs each year, file with the Secretary of State a list of
its president, secretary and treasurer and all of its Directors, along with
the post office box or street address, either residence or business, and a
designation of its resident agent in the state of Nevada. Such list shall
be certified by an officer of the Corporation.
NV Bylaws-12
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