UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 21,2000
BROADBAND WIRELESS INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
0-08507 75-1441442
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(Commission File Number) (I.R.S. Employer Identification No.)
1301 Avenue M, Cisco, Texas 76437
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(Address of principal executive offices) (Zip Code)
(254) 442-3968
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 10, 2000, the Board of Directors of the Registrant approved,
accepted and adopted First Amended and Restated Bylaws (the "Bylaws") and
declared the Bylaws to be the Bylaws of the Registrant. A copy of the Bylaws,
which is incorporated herein by this reference, is attached to this Current
Report on Form 8-K as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed with this Report:
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99.1 First Amended and Restated Bylaws dated May 10, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BROADBAND WIRELESS
INTERNATIONAL CORPORATION
(Registrant)
Date: June 21, 2000 By: /s/ Ivan W. Webb
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Ivan W. Webb, President
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INDEX TO EXHIBITS
Appears at
Sequentially
Exhibit Numbered
Number Description Page
---------- ---------------------------------------------------- ------------
99.1 First Amended and Restated Bylaws dated May 10, 2000. 5
4
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EXHIBIT 99.1
FIRST AMENDED AND RESTATED BYLAWS
OF
BROADBAND WIRELESS INTERNATIONAL CORPORATION
dated May 10, 2000
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TABLE OF CONTENTS
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Page
Article I -- Offices
Section 1 Registered Office.......................................1
Section 2 Other Offices...........................................1
Article II -- Stockholders
Section 1 Annual Meeting..........................................1
Section 2 Special Meetings........................................1
Section 3 Notice of Meetings......................................1
Section 4 List of Stockholders....................................2
Section 5 Quorum..................................................2
Section 6 Organization............................................2
Section 7 Order of Business and Procedure.........................2
Section 8 Voting..................................................2
Section 9 Inspectors..............................................3
Section 10 Proxies.................................................3
Section 11 No Action by Consent....................................3
Section 12 Advance Notice of Stockholders' Proposals...............3
Article III -- Directors
Section 1 General Powers of Board.................................4
Section 2 Number of Directors and Term of Office..................4
Section 3 Election of Directors...................................4
Section 4 Nominations of Directors................................5
Section 5 Chairman of the Board...................................5
Section 6 Resignations............................................5
Section 7 Vacancies...............................................5
Section 8 Removal of Directors....................................5
Section 9 Regular Meetings........................................5
Section 10 Special Meetings........................................5
Section 11 Notice..................................................5
Section 12 Quorum and Organization of Meetings.....................6
Section 13 Action by Unanimous Consent.............................6
Section 14 Telephonic Participation................................6
Section 15 Committees of Directors.................................6
Section 16 Minutes of Committee Meetings...........................7
Section 17 Compensation of Directors...............................7
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TABLE OF CONTENTS (continued)
Page
Article IV -- Notices
Section 1 Method.................................................7
Section 2 Waiver.................................................7
Article V -- Officers
Section 1 Election...............................................7
Section 2 President..............................................7
Section 3 Vice Presidents........................................8
Section 4 Treasurer..............................................8
Section 5 Secretary..............................................8
Section 6 Compensation...........................................8
Article VI -- Capital Stock
Section 1 Certificates...........................................8
Section 2 Facsimile Signatures...................................9
Section 3 Transfer Agents and Registrars.........................9
Section 4 Lost Certificates......................................9
Section 5 Transfer of Shares.....................................9
Section 6 Fixing Record Date.....................................9
Section 7 Registered Stockholders................................9
Article VII -- General Provisions
Section 1 Dividends..............................................10
Section 2 Reserves...............................................10
Section 3 Checks.................................................10
Section 4 Execution of Proxies...................................10
Article VIII -- Amendments
Section 1 Amendments.............................................10
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FIRST AMENDED AND RESTATED BYLAWS
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AMENDED AND RESTATED BYLAWS
OF
BROADBAND WIRELESS INTERNATIONAL CORPORATION
ARTICLE I
OFFICES
SECTION 1. Registered Office. The address of the registered
office of BROADBAND WIRELESS INTERNATIONAL CORPORATION (the "Corporation") is
One East First Street, Reno, Nevada 89501.
SECTION 2. Other Offices. The Corporation may also have offices
at such other places both within and without the State of Nevada as the Board of
Directors may from time to time determine as the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS
SECTION 1. Annual Meeting. An annual meeting of stockholders
for the purpose of electing directors and of transacting such other business as
may come before it shall be held each year at such date, time, and place, either
within or without the State of Nevada, as may be specified by the Board of
Directors.
SECTION 2. Special Meetings. Unless otherwise proscribed by
law, special meetings of stockholders for any purpose or purposes may be held at
any time only upon call of a majority of the Board of Directors, at such time
and place either within or without the State of Nevada as may be stated in the
notice (as described herein at Section 3 of this Article II).
SECTION 3. Notice of Meetings.
(a) Unless waived, a notice of each annual or special meeting, stating
the date, hour and place and the purpose or purposes for which the meeting is
called, shall be given to each stockholder of record entitled to vote or
entitled to notice, not more than sixty (60) days nor less than ten (10) days
before the date of any such meeting, unless a different period is prescribed by
law. If mailed, such notice shall be directed to a stockholder at his or her
address as the same appears on the records of the Corporation. If a meeting is
adjourned to another time or place and such adjournment is for 30 days or less
and no new record date is fixed for the adjourned meeting, no further notice as
to such adjourned meeting need be given if the time and place to which it is
adjourned are fixed and announced at such meeting. In the event of a transfer of
shares after notice has been given and prior to the holding of the meeting, it
shall not be necessary to serve notice on the transferee. If the adjournment is
for more than 30 days, or after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
(b) A written waiver of any such notice signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
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SECTION 4. List of Stockholders. The officer who has charge of
the stock ledger of the Corporation shall prepare and make available, at least
ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
SECTION 5. Quorum. Except as otherwise provided by law or in
the Articles of Incorporation or these Bylaws, at any meeting of stockholders,
the holders of a majority of shares issued and outstanding of each class
entitled to vote, shall be present or represented by proxy in order to
constitute a quorum for the transaction of business. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, a
majority in voting interest of the stockholders present in person or represented
by proxy, or, in the absence of a decision by the majority, any officer entitled
to preside at such meeting, shall have power to adjourn the meeting from time to
time, without notice other than an announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present or represented.
At any such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
SECTION 6. Organization. The Chairman of the Board, if any,
or, in his absence, the Vice Chairman, if any, or, in their absence, the
President, shall call to order meetings of stockholders and shall act as
Chairman of such meetings. The Board of Directors or, if the Board fails to act,
the stockholders may appoint any stockholder, director, or officer of the
Corporation to act as Chairman of any meeting in the absence of the Chairman of
the Board, the Vice Chairman, or the President. The Secretary of the
Corporation, or, if the Secretary of the Corporation not be present, the
Assistant Secretary, or if the Secretary and the Assistant Secretary not be
present, any person whom the Chairman of the meeting shall appoint, shall act as
Secretary of the meeting.
SECTION 7. Order of Business and Procedure. The order of
business at all meetings of the stockholder and all matters relating to the
manner of conducting the meeting shall be determined by the Chairman of the
meeting. Meetings shall be conducted in a manner designed to accomplish the
business of the meeting in a prompt and orderly fashion and to be fair and
equitable to all stockholders, but it shall not be necessary to follow any
manual of parliamentary procedure.
SECTION 8. Voting. Except for the election of directors, at
any meeting duly called and held at which a quorum is present, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any questions brought before such meeting,
unless the question is one upon which by express provision of law or of the
Articles of Incorporation or these Bylaws, a greater vote is required in which
case such express provision shall govern and control the decision of such
question. At any meeting duly called and held for the election of directors at
which a quorum is present, directors shall be elected by a plurality of the
votes cast by the holders (acting as such) of shares of stock of the Corporation
entitled to elect such directors.
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SECTION 9. Inspectors. The Board of Directors in advance of
any stockholders' meeting may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at a stockholders' meeting may, and on the request of any
stockholder entitled to vote thereat shall, appoint one or more inspectors. In
case any person appointed as inspector fails to appear or act, the vacancy may
be filled by the Board of Directors in advance of the meeting or at the meeting
by the person present thereat. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to discharge the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability.
SECTION 10. Proxies. Unless otherwise provided in the Articles
of Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
SECTION 11. No Action by Consent. No action that is required or
permitted to be taken by stockholders of the Corporation at any annual or
special meeting of stockholders may be effected by written consent of
stockholder in lieu of a meeting of stockholders, unless the action to be
effected by written consent of stockholders and the taking of such action by
such written consent have expressly been approved in advance by the Board of
Directors. Except as otherwise provided herein, no action shall be taken by
stockholders except at an annual or special meeting of stockholders.
SECTION 12. Advance Notice of Stockholders' Proposals.
(a) At an annual or special meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before a meeting, business must be (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) brought before the meeting by or at
the direction of the Board of Directors, (iii) properly brought before an annual
meeting by a stockholder or (iv) if, and only if, the notice of a special
meeting provides for business to be brought before the meeting by stockholders,
properly brought before the meeting by a stockholder. For business to be
properly brought before the meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed by first class
United States mail, postage prepaid, and received at the principal executive
offices of the Corporation not less than forty (40) days prior to the meeting;
provided, however, that in the event less than forty-five (45) days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received no
later than the tenth day following the day on which such notice of the date of
the meeting was mailed or such disclosure was made, but not less than five (5)
days prior to the meeting.
(b) A stockholder's notice to submit business to a meeting of
stockholders shall set forth (i) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (ii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, (iii) a representation that the stockholder intends to appear at
the meeting in person or by proxy to submit the business specified in such
notice, (iv) any material interest of the stockholder in such business, and (v)
a brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, including the complete
text of any resolutions to be presented at the annual meeting, and the reasons
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for conducting such business at the meeting. In addition, the stockholder making
such proposal shall promptly provide any other information reasonably requested
by the Corporation. Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at a meeting except in accordance with the
procedures set forth in this Section 12. The Chairman of a meeting shall, if the
facts warrant, determine that business was not properly brought before the
meeting and in accordance with the provisions of this Section 12, and, if he
should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted. .
(c) In addition to the information required above to be given by a
stockholder who intends to submit business to a meeting of stockholders, if the
business to be submitted is the nomination of a person or persons for election
to the Board of Directors then such stockholder's notice must also set forth, as
to each person whom the stockholder proposes to nominate for election as a
director, (i) the name, age, business address and, if known, residence address
of such person, (ii) the principal occupation or employment of such person,
(iii) the class and number of shares of stock of the Corporation which are
beneficially owned by such person, (iv) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors or is otherwise required by the rules and regulations of the
Securities and Exchange Commission promulgated under the Securities Exchange Act
of 1934, as amended, (v) the written consent of such person to be named in the
proxy statement as a nominee and to serve as a director if elected and (vi) a
description of all arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder. Nominations other than those made by the Board of Directors or its
designated committee must comply with the procedures set forth in this Section
12, and no person nominated by a stockholder shall be eligible for election as a
director unless nominated in accordance with the terms of this Section 12. The
Chairman of a meeting shall, if the facts warrant, determine that a nomination
was not properly made in accordance with the foregoing procedures of this
Section 12, and, if he should so determine, he shall so declare to the meeting
and the defective nomination disregarded.
(d) Notwithstanding the foregoing provisions of this Section 12, a
stockholder who seeks to have any proposal included in the corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended.
ARTICLE III
DIRECTORS
SECTION 1. General Powers of Board. The business of the
Corporation shall be managed by or under the direction of its Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of Incorporation or by
these Bylaws directed or required to be exercised or done by the stockholders.
SECTION 2. Number of Directors and Term of Office. The Board of
Directors shall consist of at least three (3) and not more than fifteen (15)
directors; provided, however, that the Board of Directors, by resolution adopted
by vote of a majority of the then authorized number of directors, may increase
or decrease the number of directors within such minimum and maximum limitations.
The Board of Directors shall be divided into three classes, as nearly equal in
number as reasonably possible, with the terms of office of the first class to
expire at the 2001 annual meeting of stockholders, the term of office of the
second class to expire at the 2002 annual meeting of stockholders and the term
of office of the third class to expire at the 2003 annual meeting of
stockholders. At each annual meeting of stockholder following such initial
classification and election, directors elected to succeed those directors whose
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terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election. Directors need
not be stockholders nor residents of the United States or the State of Nevada.
SECTION 3. Election of Directors. The directors shall be elected
by the holders of shares entitled to vote thereon at the annual meeting of
stockholders, and each shall serve as provided herein and until his respective
successor has be elected and qualified. At each meeting of the stockholders for
the election of directors, the persons receiving the greatest number of votes
shall be the directors.
SECTION 4. Nominations of Directors. Nomination of persons for
election to the Board of Directors may be made by the Board of Directors or any
committee designated by the Board of Directors or by any stockholder entitled to
vote for the election of directors at the applicable meeting of stockholders.
Such nominations, if not made by the Board of Directors, shall be made by timely
notice in writing to the Secretary of the Corporation and comply with the
provisions of Article II, Section 12.
SECTION 5. Chairman of the Board. The Board of Directors may
elect one of their members to be Chairman of the Board. The Chairman of the
Board shall be subject to the control of and may be removed by the Board of
Directors. If he is present, the Chairman of the Board shall preside at all
meetings of the Board of Directors and of the stockholders, and he shall have
and perform such other duties as from time to time may be assigned to him by the
Board of Directors.
SECTION 6. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Chairman of the Board, if
any, or the Secretary of the Corporation. Such resignation shall take effect at
the time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 7. Vacancies. In the event that any vacancy shall occur
in the Board of Directors, whether because of death, resignation, removal, newly
created directorships resulting from any increase in the authorized number of
directors, the failure of the stockholders to elect the whole authorized number
of directors, or any other reason, such vacancy may be filled by the vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual election or until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute.
SECTION 8. Removal of Directors. Any director may be removed at
any annual or special stockholders' meeting with or without cause and shall
receive a copy of the charges against him, delivered to him personally or by
mail at his last known address at least ten (10) days prior to the date of the
stockholders' meeting.
SECTION 9. Regular Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Nevada. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board of Directors. After such determination and notice
thereof has been once given to each person then a member of the Board of
Directors, regular meetings may be held at such intervals and time and place
without further notice being given.
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SECTION 10. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President or by a
majority of directors then in office and shall be held at such time and place as
shall be designated in the notice of the meeting.
SECTION 11. Notice. Notice of each special meeting or, where
required, each regular meeting, of the Board of Directors shall be given to each
director either by being mailed on at least the third day prior to the date of
the meeting or by being telegraphed, faxed or given personally or by telephone
on at least 24 hours notice prior to the date of meeting. Such notice shall
specify the place, date and hour of the meeting and, if it is for a special
meeting, the purpose or purposes for which the meeting is called. At any meeting
of the Board of Directors at which every director shall be present, even though
without such notice, any business may be transacted. Any acts or proceedings
taken at a meeting of the Board of Directors not validly called or constituted
may be made valid and fully effective by ratification at a subsequent meeting
which shall be legally and validly called or constituted. Notice of any regular
meeting of the Board of Directors need not state the purpose of the meeting and,
at any regular meeting duly held, any business may be transacted. If the notice
of a special meeting shall state as a purpose of the meeting the transaction of
any business that may come before the meeting, then at the meeting any business
may be transacted, whether or not referred to in the notice thereof. A written
waiver of notice of a special or regular meeting, signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be deemed the equivalent of such notice, and attendance of a director at a
meeting shall constitute a waiver of notice of such meeting except when the
director attends the meeting and prior to or at the commencement of such meeting
protests the lack of proper notice.
SECTION 12. Quorum and Organization of Meetings. At all meetings
of the Board of Directors, a majority shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specially provided by statute or by the
Articles of Incorporation. If a quorum shall not be present at the meeting of
the Board of Directors, a majority of the directors present may adjourn the
meeting to another time and place, and the meeting may be held as adjourned
without further notice or waiver other than an announcement at the meeting,
until a quorum shall be present. Meetings shall be presided over by the Chairman
of the Board, if any, or, in his absence, by the Vice Chairman, if any, or, in
the absence of both, the President. The Secretary of the Corporation shall act
as secretary of the meeting, but, in his absence, the, the Chairman of the
meeting may appoint any person to act as secretary of the meeting.
SECTION 13. Action by Unanimous Consent. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting, if all members of the Board
of Directors or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or committee.
SECTION 14. Telephonic Participation. Unless otherwise restricted
by the Articles of Incorporation or these Bylaws, members of the Board of
Directors may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.
SECTION 15. Committees of Directors. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
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of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the power or authority of the Board of Directors
in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Articles of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders a dissolution of the Corporation
or a revocation of a dissolution, or amending the Bylaws of the Corporation;
and, unless the resolution or the Articles of Incorporation expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
SECTION 16. Minutes of Committee Meetings. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.
SECTION 17. Compensation of Directors. No stated salary shall
be paid directors as such for their services, but by resolution of the Board of
Directors, a fixed sum may be allowed for attendance at regular or special
meetings of the Board of Directors; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. The
Corporation may reimburse directors for out-of-pocket expenses for attendance at
regular or special meetings of the Board of Directors.
ARTICLE IV
NOTICES
SECTION 1. Method. Whenever, unless the provisions of any
statutes or of the Articles of Incorporation or of these Bylaws provide
otherwise, notice is required to be given to any director or stockholder, it
shall be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail or delivered to the custody of a commercial
courier service. Notice to directors may also be given by telephone or
facsimile.
SECTION 2. Waiver. Whenever any notice is required to be given
under the provisions of any statute or of the Articles of Incorporation or of
these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
OFFICERS
SECTION 1. Election. The officers of the Corporation shall be
chosen by the Board of Directors. Each officer shall hold office for such term
as may be prescribed by the Board of Directors from time to time. It shall not
be necessary for any officer to be a director, and any number of offices may be
held by the same person.
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SECTION 2. President. The President shall be the chief executive
officer of the Corporation, shall preside at all meetings of the stockholders
and the Board of Directors (unless the Chairman of the Board shall attend such
meeting, in which event the Chairman of the Board shall preside), shall have
general and active management of the business of the Corporation and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. He shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.
SECTION 3. Vice Presidents. In the absence of the President or
in the event of his inability or refusal to act, the Vice President, if any (or
in the event there be more than one Vice President, the Vice Presidents in the
order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election), shall perform 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. The Vice Presidents shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
SECTION 4. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the same and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
SECTION 5. Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings of the meetings of the Corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the Corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.
SECTION 6. Compensation. The salaries and other compensation
of all officers and agents of the Corporation shall be fixed by the Board of
Directors.
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ARTICLE VI
CAPITAL STOCK
SECTION 1. Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or
the President or a Vice President and the Treasurer, or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation. If the Corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating, option
or other special rights of each class of stock or series thereof and the
qualification, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificates
which the Corporation shall issue to represent such class or series of stock,
provided that, except as otherwise provided under Nevada law, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
SECTION 2. Facsimile Signatures. The signatures of the officers
upon the certificate may be facsimiles if the certificate is countersigned by a
Transfer Agent or registered by a registrar other than the Corporation or its
employee. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
SECTION 3. Transfer Agents and Registrars. The Board of
Directors may in its discretion, appoint one or more banks or trust companies in
such city or cities as the Board of Directors may deem advisable, from time to
time, to act as Transfer Agents and Registrars of the shares of stock of the
Corporation; and, upon such appointments being made, no certificate representing
shares shall be valid until countersigned by one of such Transfer Agents and
registered by one of such Registrars.
SECTION 4. Lost Certificates. In case any certificate
representing shares shall be lost, stolen or destroyed, the Board of Directors,
or any officer or officers authorized by the Board of Directors, may authorize
the issue of a substitute certificate in place of the certificate so lost,
stolen or destroyed, and, if the Corporation shall have a Transfer Agent and
Registrar, may cause or authorize such substitute certificate to be
countersigned by the appropriate Transfer Agent and registered by the
appropriate Registrar. In each such case, the applicant for a substitute
certificate shall furnish to the Corporation and to such of its Transfer Agents
and Registrars as may require the same, evidence to their satisfaction, in their
discretion, of the loss, theft or destruction of such certificate and of the
ownership thereof, and also such security or indemnity as may by them be
required.
SECTION 5. Transfer of Shares. Transfers of shares shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing, and upon surrender and
cancellation of a certificate or certificates of a like number of shares, with
duly executed assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the signatures as the
Corporation or its agents may reasonably require. Upon the surrender to the
Corporation or the transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignation, or
authority to transfer, it shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
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SECTION 6. Fixing Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new date for the adjourned
meeting.
SECTION 7. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares (a) to receive dividends, (b) to vote as such owner, and (c)
to be held liable for calls and assessments. The Corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the law.
ARTICLE VII
GENERAL PROVISIONS
SECTION 1. Dividends. Dividends upon 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 as and when they deem expedient at any
regular or special meeting, out of funds legally available thereof pursuant to
law. Dividends may be paid in cash, in property, or in shares of the
Corporation's capital stock, subject to the provisions of the Articles of
Incorporation.
SECTION 2. Reserves. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meeting contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for 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.
SECTION 3. Checks. All checks or demands for money, notes or
other evidence of indebtedness of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate by resolution.
SECTION 4. Execution of Proxies. The Chairman of the Board or
the President, or in the absence or disability of the Chairman of the Board and
the President, a Vice President, may authorize from time to time the signature
and issuance of proxies to vote upon shares of stock of other corporations
standing in the name of the Corporation or authorize the execution of consents
to action taken or to be taken by such other corporation. All such proxies and
consents shall be signed in the name of the Corporation by the Chairman of the
Board or the President or a Vice President and by the Secretary or an Assistant
Secretary.
ARTICLE VIII
AMENDMENTS
SECTION 1. Amendments. These Bylaws may be altered, amended or
repealed, and new Bylaws may be adopted by the Board of Directors. The
stockholders of the Corporation may not adopt, amend or repeal these Bylaws
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other than by the affirmative vote of sixty-six and two thirds of one percent
(66 2/3%) of the combined voting power of all outstanding voting securities of
the Corporation entitled to vote generally in the election of directors of the
Board of Directors of the Corporation, voting together as a single class.
The undersigned, the duly appointed President and Chief Executive
Officer of BROADBAND WIRELESS INTERNATIONAL CORPORATION, a Nevada corporation,
hereby certifies the foregoing to be a true and complete copy of the First
Amended and Restated Bylaws of such corporation, as duly adopted by the Board of
Directors.
/s/ Ivan Webb
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Ivan Webb
DATED: May 10, 2000
