EXHIBIT B
BYLAWS OF
NEVADA CLASSIC THOROUGHBREDS, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE
The registered office of the Corporation shall be located in the
City of Las Vegas, County of Clark, Nevada.
SECTION 2. OTHER OFFICES
In addition to the registered office in Las Vegas, Nevada, other
offices may also be maintained at such other place or places,
either within or without the State of Nevada, as may be designated
from time to time by the Board of Directors, where any and all
business of the Corporation may be transacted, and where meetings
of the stockholders and of the Directors may be held with the same
effect as though done or held at said registered office.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS
The annual meeting of the stockholders, commencing with the year
2001, shall be held at the registered office in Las Vegas, Nevada or
at such other place as may be specified or fixed in the notice of such
meetings on the second Monday of July of each and every year at 10:00
o'clock a.m., for the election of directors and for the transaction
of such other business as may properly come before said meeting.
If the day fixed for the annual meeting shall be a legal holiday,
such meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day designated
herein for any annual meeting, or at the adjournment thereof,
the Board of Directors shall cause the election to be held at a meeting
of the stockholders as soon thereafter as may conveniently be had.
SECTION 2. NOTICE OF ANNUAL MEETINGS
The Secretary shall mail, in the manner provided in Section 5 of
Article II of these Bylaws, or deliver a written or printed
notice of each annual meeting to each stockholder of record,
entitled to vote thereat, or may notify by telegram, as least ten
and not more than sixty (60) days before the date of such
meeting.
SECTION 3. PLACE OF MEETINGS
The Board of Directors may designate any place either within or
without the State of Nevada as the place of meeting for any
annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all stockholders may
designate any place either within or without the State of Nevada,
as the place for the holding of such meeting. If no designation
is made, or if a special meeting be otherwise called, the place
of meeting shall be the registered office of the Corporation in
the State of Nevada, except as otherwise provided in Section 6,
Article II of these Bylaws, entitled "Meeting of All
Stockholders".
SECTION 4. SPECIAL MEETINGS
Special meetings of the stockholders shall be held at the
registered office of the Corporation or at such other place as
shall be specified or fixed in a notice thereof. Such meetings of
the stockholders may be called at any time by the President or
Secretary, or by a majority of the Board of Directors then in
office, and shall be called by the President with or without
Board approval on the written request of the holders of record of
at least fifty percent (50%) of the number of shares of the
Corporation then outstanding and entitled to vote, which written
request shall state the object of such meeting.
SECTION 5. NOTICE OF MEETING
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the
direction of the President or the Secretary to each stockholder
of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder at his address
as it appears on the records of the Corporation, with postage
prepaid.
Any stockholder may at any time, by a duly signed statement in
writing to that effect, waive any statutory or other notice of
any meeting, whether such statement be signed before or after
such meeting.
SECTION 6. MEETING OF ALL STOCKHOLDERS
If all the stockholders shall meet at any time and place, either
within or without the State of Nevada, and consent to the holding
of the meeting at such time and place, such meeting shall be
valid without call or notice and at such meeting any corporate
action may be taken.
SECTION 7. QUORUM
At all stockholder's meetings, the presence in person or by proxy
of the holders of a majority of the outstanding stock entitled to
vote shall be necessary to constitute a quorum for the
transaction of business, but a lesser number may adjourn to some
future time not less than seven (7) nor more than twenty-one (21)
days later, and the Secretary shall thereupon give at least three
(3) days' notice by mail to each stockholder entitled to vote who
is absent from such meeting.
SECTION 8. MODE OF VOTING
At all meetings of the stockholders the voting may be voice vote,
but any qualified voter may demand a stock vote whereupon such
stock vote shall be taken by ballot, each of which shall state
the name of the stockholder voting and the number of shares voted
by him and, if such ballot be cast by proxy, it shall also state
the name of such proxy; provided, however, that the mode of
voting prescribed by statute for any particular case shall be in
such case followed.
SECTION 9. PROXIES
At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event any such instrument in
writing shall designate two or more persons to act as proxies, a
majority of such persons present at the meeting, or, if only one
shall be present, then that one shall have and may exercise all
of the powers conferred by such written instrument upon all of
the persons so designated unless the instrument shall otherwise
provide. No such proxy shall be valid after the expiration of six
months from the date of its execution, unless coupled with an
interest, or unless the person executing it specified therein the
length of time for which it is to continue in force, which in no
case shall exceed seven years from the date of its execution.
Subject to the above, any proxy duly executed is not revoked and
continues in full force and effect until an instrument revoking
it or a duly executed proxy bearing a later date is filed with
the secretary of the Corporation. At no time shall any proxy be
valid which shall be filed less than ten (10) hours before the
commencement of the meeting.
SECTION 10. VOTING LISTS
The officer or agent in charge of the transfer books for shares
of the corporation shall make, at least three days before each
meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order
with the number of shares held by each, which list for a period
of two days prior to such meeting shall be kept on file at the
registered office of the corporation and shall be subject to
inspection by any stockholder at any time during the whole time
of the meeting. The original share ledger or transfer book, or
duplicate thereof, kept in this state, shall be prima facie
evidence as to who are the stockholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting
of stockholders.
SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OF RECORD DATE
For the purpose of determining stockholders entitled to notice or
to vote for any meeting of stockholders, the Board of Directors
of the Corporation may provide that the stock transfer books be
closed for a stated period but not to exceed in any case sixty
(60) days before such determination. If the stock transfer books
be closed for the purpose of determining stockholders entitled to
notice of a meeting of stockholders, such books shall be closed
for at least fifteen days immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date in any case to be not more than sixty
(60) days, nor less than ten (10) days prior to the date an which
the particular action, requiring such determination of
stockholders, is to be taken. If the stock transfer books are not
closed and no record date is fixed for determination of
stockholders entitled to notice of a meeting of stockholders, or
stockholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for or such
determinations of shareholders.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS
Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe, or, in the absence of
such provisions, as the Board of Directors of such corporation
may determine. Shares standing in the name of a deceased person
may be voted by his administrator or executor, either in person
or by proxy. Shares standing in the name of a guardian,
conservator or trustee may be voted by such fiduciary either in
person or by proxy, but no guardian, conservator, or trustee
shall be entitled, as such fiduciary, to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into
his name if authority so to do be contained in an appropriate
order of the court at which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote
such shares until shares have been transferred into the name of
the pledgee, and thereafter the pledgee shall be entitled to vote
the shares so transferred.
Shares of its own stock belonging to this corporation shall not
be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding shares at
any time, but shares of its own stock held by it in a fiduciary
capacity may be voted and shall be counted in determining the
total number of outstanding shares at any given time.
SECTION 13. INFORMAL ACTION BY STOCKHOLDERS
Any action required to be taken at a meeting of the stockholders
or any other action which may be taken at a meeting of the
stockholders may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all
of the stockholders entitled to vote with respect to the subject
matter thereof.
SECTION 14. VOTING OF SHARES
Each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to vote at a meeting of
stockholders.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS
The Board of Directors shall have the control and general
management of the affairs and business of the Corporation. Such
directors shall in all cases act as a Board, regularly convened,
by a majority and they may adopt such rules and regulations for
the conduct of their meetings and the management of the
Corporation as they may deem proper, not inconsistent with these
Bylaws, the Articles of Incorporation and the laws of the State
of Nevada. The Board of Directors shall further have the right to
delegate certain other powers to the Executive committee as
provided in these Bylaws.
SECTION 2. NUMBER OF DIRECTORS
The affairs and business of this Corporation shall be managed by
a Board of Directors consisting initially of two (2) full-age
members, but said Board of Directors may be increased or
decreased to any number of full-age members by majority vote of
the Shareholders as provided herein, but such number of members
shall not be increased above the maximum of seven (7) full-age
members nor decreased below a minimum of one (1) full-age member
and except as authorized by the Nevada Revised Statutes, there
shall in no event be less than one (1) Director.
SECTION 3. ELECTION
The Directors of the Corporation shall be elected at the annual
meeting of the stockholders, except as hereinafter otherwise
provided for the filling of vacancies. Each director shall hold
office for a term of one year and until his successor shall have
been duly chosen and shall have qualified, or until his death, or
until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 4. VACANCIES IN THE BOARD
Any vacancy in the Board of Directors occurring during the year
through death, resignation, removal or other cause, including
vacancies caused by an increase in the number of directors, shall
be filled for the unexpired portion by the Board of Directors
which constitute a quorum at any special meeting of the Board
called for that purpose, or at any regular meeting thereof;
provided, however, that in the event the remaining directors do
not represent a quorum of the number set forth in Section 2
hereof, a majority of such remaining directors may elect
directors to fill any vacancies then existing.
SECTION 5. DIRECTORS MEETINGS
Annual meeting of the Board of Directors shall be held each year
immediately following the annual meeting of the stockholders.
Other regular meetings of the Board of Directors shall from time
to time by resolution be prescribed. No further notice of such
annual or regular meeting of the Board of Directors need be
given.
SECTION 6. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at
the request of the President or any director. The person or
persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State
of Nevada, as the place for holding any special meeting of the
Board of Directors called by them.
SECTION 7. NOTICE
Notice of any special meeting shall be given at least twenty-four
hours previous thereto by written notice if personally delivered,
or five days previous thereto if mailed to each director at his
business address, or by telegram. If mailed, such notice shall be
deemed to have been delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice is
given by telegram, such notice shall be deemed to be delivered
when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 8. CHAIRMAN
At all meetings of the Board of Directors, the President if a
member of the Board of Directors shall serve as Chairman, or in
the absence of the President, the directors present shall choose
by majority vote a director to preside as Chairman.
SECTION 9. QUORUM AND MANNER OF ACTING
A majority of the directors, whose number is designated in
Section 2 herein, shall constitute a quorum for the transaction
of business at any meeting and the act of a majority of the
directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a
quorum, the majority of the directors present may adjourn any
meeting from time to time until a quorum be present. Notice of
any adjourned meeting need not be given. The directors shall act
only as a Board and the individual directors shall have no power
as such.
SECTION 10. REMOVAL OF DIRECTORS
Any one or more of the directors may be removed either with or
without cause at any time by the vote or written consent of the
stockholders representing not less than two-thirds (2/3) of the
issued and outstanding capital stock entitled to voting power.
SECTION 11. VOTING
At all meetings of the Board of Directors, each director is to
have one vote, irrespective of the number of shares of stock that
he may hold.
SECTION 12. COMPENSATION
By resolution of the Board of Directors, the directors may be
paid their expenses, if any of attendance at each meeting of the
Board., and may be paid a fixed sum for attendance at meetings or
a stated salary of directors. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor.
SECTION 13. PRESUMPTION OF ASSENT
A director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is
taken, shall be conclusively presumed to have assented to the
action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to
such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such
dissent by certified or registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in
favor of such action.
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. NUMBER AND ELECTION
The Board of Directors may, in its discretion, appoint from its
membership an Executive Committee of one or more directors, each
to serve at the pleasure of the Board of Directors.
SECTION 2. AUTHORITY
The Executive Committee is authorized to take any action which
the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize
the issuance of shares of capital stock, to amend the Bylaws, or
to take any action specifically prohibited by the Bylaws, or a
resolution of the Board of Directors. Any authorized action taken
by the Executive Committee shall be as effective as if it had
been taken by the full Board of Directors.
SECTION 3. REGULAR MEETINGS
Regular meetings of the Executive Committee may be held within or
without the State of Nevada at such time and place as the
Executive Committee may provide from time to time.
SECTION 4. SPECIAL MEETINGS
Special meetings of the Executive Committee may be called by or
at the request of the President or any member of the Executive
Committee.
SECTION 5. NOTICE
Notice of any special meeting shall be given at least one day
previous thereto by written notice, telephone, telegram or in
person. Neither the business to be transacted, nor the purpose of
a regular or special meeting of the Executive Committee need be
specified in the notice or waiver of notice of such meeting. A
member may waive notice of any meeting of the Executive
Committee. The attendance of a member at any meeting shall
constitute a waiver of notice of such meeting, except where a
member attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not
lawfully called or convened.
SECTION 6. QUORUM
A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business at any
meeting of the Executive Committee; provided that if fewer than a
majority of the members are present at said meeting a majority of
the members present may adjourn the meeting from time to time
without further notice.
SECTION 7. MANNER OF ACTING
The act of the majority of the members present at a meeting at
which a quorum is present shall be the act of the Executive
Committee, and said Committee shall keep regular minutes of its
proceedings which shall at all times be open for inspection by
the Board of Directors.
SECTION 8. PRESUMPTION OF ASSENT
A member of the Executive Committee who is present at a meeting
of the Executive Committee at which action on any corporate
matter is taken, shall be conclusively presumed to have assented
to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof, or shall forward such
dissent by certified or registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a member of the
Executive Committee who voted in favor of such action.
ARTICLE V
OFFICERS
SECTION 1. NUMBER
The officers of the corporation shall be a President, a Vice
President, a Treasurer and a Secretary and such other or
subordinate officers as the Board of Directors may from time to
time elect. One person may hold the office and perform the
duties of one or more of said officers. No officer need be a
member of the Board of Directors.
SECTION 2. ELECTION, TERM OF OFFICE, QUALIFICATIONS
The officers of the Corporation shall be chosen by the Board of
Directors and they shall be elected annually at the meeting of
the Board of Directors held immediately after each annual meeting
of the stockholders except as hereinafter otherwise provided for
filling vacancies. Each officer shall hold his office until his
successor has been duly chosen and has qualified, or until his
death, or until he resigns or has been removed in the manner
hereinafter provided.
SECTION 3. REMOVALS
Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors at any time
whenever in its judgment the best interests of the Corporation
would be served thereby, and such removal shall be without
prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. VACANCIES
All vacancies in any office shall be filled by the Board of
Directors without undue delay, at any regular meeting, or at a
meeting specially called for that purpose.
SECTION 5. PRESIDENT
The President shall be the chief executive officer of the
corporation and shall have general supervision over the business
of the corporation and over its several officers, subject,
however, to the control of the Board of Directors. She may sign,
with the Treasurer or with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the capital stock of the
Corporation; may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments
authorized by the Board of Directors, except in cases where the
signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or
agent of the Corporation; and in general shall perform all duties
incident to the duties of the President, and such other duties as
from time to time may be assigned to her by the Board of
Directors.
SECTION 6. VICE PRESIDENT
The Vice President shall in the absence or incapacity of the
President, or as ordered by the Board of Directors, perform the
duties of the President, or such other duties or functions as may
be given to her by the Board of Directors from time to time.
SECTION 7. TREASURER
The Treasurer shall have the care and custody of all the funds
and securities of the Corporation and deposit the same in the
name of the Corporation in such bank or trust company as the
Board of Directors may designate; she may sign or countersign all
checks, drafts and orders for the payment of money and may pay
out and dispose of same under the direction of the Board of
Directors, and may sign or countersign all notes or other
obligations of indebtedness of the Corporation; she may sign with
the President or Vice President, certificates for shares of stock
of the Corporation; she shall at all reasonable times exhibit the
books and accounts to any director or stockholder of the
Corporation under application at the office of the company during
business hours; and she shall, in general, perform all duties as
from time to time may be assigned to him by the President or by
the Board of Directors. The Board of Directors may at its
discretion require that each officer authorized to disburse the
funds of the Corporation be bonded in such amount as it may deem
adequate.
SECTION 8. SECRETARY
The Secretary shall keep the minutes of the meetings of the Board
of Directors and also the minutes of the meetings of the
stockholders; she shall attend to the giving and serving of all
notices of the Corporation and shall affix the seal of the
Corporation to all certificates of stock, when signed and
countersigned by the duly authorized officers; she may sign
certificates for shares of stock of the Corporation; she may sign
or countersign all checks, drafts and orders for the payment of
money; she shall have charge of the certificate book and such
other books and papers as the Board may direct; she shall keep a
stock book containing the names, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing their
places of residence, the number of shares of stock held by them
respectively, the time when they respectively became the owners
thereof, and the amount paid thereof; and she shall, in general,
perform all duties incident to the office of Secretary and such
other duties as from, time to time may be assigned to her by the
President or by the Board of Directors.
SECTION 9. OTHER OFFICERS
The Board of Directors may authorize and empower other persons or
other officers appointed by it to perform the duties and
functions of the officers specifically designated above by
special resolution in each case.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
The Assistant Treasurers shall respectively, as may be required
by the Board of Directors, give bonds for the faithful discharge
of their duties, in such sums and with such sureties as the Board
of Directors shall determine. The Assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the
President or Vice President certificates for shares of the
capital stock of the Corporation, the issue of which shall have
been authorized by resolution of the Board of Directors. The
Assistant Treasurers and Assistant Secretaries shall, in general,
perform such duties as may be assigned to them by the Treasurer
or the Secretary respectively, or by the President or by the
Board of Directors.
ARTICLE VI
INDEMIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall
indemnify all of its officers and directors, past, present and
future, against any and all expenses incurred by them, and each
of them including but not limited to legal fees, judgments and
penalties which may be incurred, rendered or levied in any legal
action brought against any or all of them for or on account of
any act or omission alleged to have been committed while acting
within the scope of their duties as officers or directors of this
Corporation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS
The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to
specific instances.
SECTION 2. LOANS
No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors or approved by a loan
committee appointed by the Board of Directors and charged with
the duty of supervising investments. Such authority may be
general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for payment of money, notes or
other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time
to time be determined by resolutions of the Board of Directors.
SECTION 4. DEPOSITS
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board of
Directors may select.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATES FOR SHARES
Certificates for shares of stock of the Corporation shall be in
such form as shall be approved by the incorporators or by the
Board of Directors. The certificates shall be numbered in the
order of their issue, shall be signed by the President or the
Vice President and by the Secretary or the Treasurer, or by such
other person or officer as may be designated by the Board of
Directors; and the seal of the Corporation shall be affixed
thereto, which said signatures of the said duly designated
officers and of the seal of the Corporation. Every certificate
authenticated by a facsimile of such signatures and seal must be
countersigned by a Transfer Agent to be appointed by the Board of
Directors, before issuance.
SECTION 2. STOCK ISSUANCE
When shares are issued upon payment of the consideration fixed by
the Board of Directors, such shares shall be taken to be fully
paid stock, shall be legally issued and shall be non-assessable.
SECTION 3. TRANSFER OF STOCK
Shares of the stock of the Corporation may be transferred by the
delivery of the certificate accompanied either by an assignment
in writing on the back of the certificate or by written power of
attorney to sell, assign, and transfer the same on the books of
the Corporation, signed by the person appearing by the
certificate to the owner of the shares represented thereby,
together with all necessary federal and state transfer tax stamps
affixed and shall be transferable on the books of the Corporation
upon surrender thereof so signed or endorsed. The person
registered on the books of the Corporation as the owner of any
shares of stock shall be entitled to all the rights of ownership
with respect to such shares.
SECTION 4. REGULATIONS
The Board of Directors may make such rules and regulations as it
may deem expedient not inconsistent with the Bylaws or with the
Articles of Incorporation, concerning the issue, transfer and
registration of certificates for shares of stock of the
Corporation. It may appoint a transfer agent or a registrar of
transfers, or both, and it may require all certificates to bear
the signature of either or both.
SECTION 5. LOST CERTIFICATES
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 or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the Corporation a
bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
ARTICLE IX
DIVIDENDS
SECTION 1.
The Corporation shall be entitled to treat the holder of any
share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any
other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of
Nevada.
SECTION 2.
Dividends on the capital stock of the Corporation, subject to the
provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special
meeting, pursuant to law.
SECTION 3.
The Board of Directors may close the transfer books in its
discretion for a period not exceeding fifteen days preceding the
date fixed for holding any meeting, annual or special of the
stockholders, or the day appointed for the payment of a dividend.
SECTION 4.
Before payment of any dividend or making any distribution of
profits, there may be set aside out of funds of the Corporation
available for dividends, such sum or sums as the directors may
from time to time, in their absolute discretion, think proper as
a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
Corporation, or for any such other purpose as the directors shall
think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in
which it was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate seal, which
shall be in the form of a Circle and shall bear the full name of
the Corporation, the year of its incorporation and the words
"Corporate Seal, State of Nevada".
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 30th day of
June of each year.
ARTICLE XII
WAIVER or NOTICE
Whenever any notice whatever is required to be given under the
provisions of these Bylaws/ or under the laws of the State of
Nevada, or under the provisions of the Articles of Incorporation,
a waiver in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted at any regular or special meeting of the
Stockholders by a vote of the stockholders owning a majority of
the shares and entitled to vote thereat. These Bylaws may also be
altered, amended or repealed and new Bylaws may be adopted at any
regular or special meeting of the Board of Directors of the
Corporation (if notice of such alteration or repeal be contained
in the notice of such special meeting) by a majority vote of the
directors present at the meeting. at which a quorum is present,
but any such amendment shall not be inconsistent with or contrary
to the provision of any amendment a adopted by the stockholders.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the
Secretary of NEVADA CLASSIC THOROUGHBREDS, INC., a Nevada
corporation hereby acknowledges that the above and foregoing
Bylaws were duly adopted as the Bylaws of said Corporation on
November 1, 2000.
IN WITNESS WHEREOF, I hereunto subscribed my name this
first day of November, 2000.
/s/__________________________________________
JOANNA CURTIS, President-Vice President
/s/__________________________________________
PAMELA J. BRIMHALL, Secretary-Treasurer
