BYLAWS OF
NPC Holdings, Inc.
ARTICLE 1
Corporate Identification
1.01. Name. The corporation shall transact business under
the name of NPC Holdings, Inc.
1.02. Corporate Offices. The Corporation shall maintain such
offices, within or without the State of Nevada, as the Board of
Directors may from time to time designate. The location of the
principle office may be changed by the Board of Directors.
1.03. Seal. The Board of Directors shall provide for a
corporate seal, which shall be circular in form and shall have
inscribed thereon the name of the corporation, the state of
incorporation, and the words "Corporate Seal."
1.04. Fiscal Year. The fiscal year of the corporation shall
begin on the 1st day of July, and shall end on the 30th day of June.
ARTICLE 2
Shareholders
2.01. Place of Meetings. Meetings of the shareholders of the
corporation shall be held at the principal office of the corporation,
unless all shareholders entitled to vote agree in writing to meet
elsewhere.
2.02. Annual Meetings. The annual meeting of the
shareholders shall be held at 10:00 o'clock a.m. on the first Tuesday
of October each year. If this day is a legal holiday, then the
meeting shall be held on the first following day that is not a legal
holiday. A failure to hold the annual meeting shall not impair the
ability of the corporation to act or transact business.
2.03. Special Meetings. Special meetings of the shareholders
may be called by the President or by the Board of Directors, and shall
be called by the President upon the signed written request of the
holders of ten percent or more of the outstanding shares of the
corporation entitled to vote at the meeting. Only business within the
purpose or purposes described in the notice of the meeting may be
conducted at a special meeting of the shareholders.
2.04. Action Without Meeting. Any action required or
permitted to be taken at a meeting of the shareholders, may be taken
without a meeting if a consent, in writing, setting forth the action
so taken is signed by a majority of the shareholders who would have
been entitled to vote on the action had a meeting been held.
2.05. Notice of Meetings. Written notice stating the place,
day, and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be
delivered or mailed to each shareholder who is entitled to vote at the
meeting with the written or printed signature of the President and
Secretary subscribed thereto, not less than ten nor more than sixty
days before the date of the meeting. A waiver of the notice of any
meeting, in writing, signed by the person entitled to the notice,
whether before, at, or after the time stated therein, shall be deemed
equivalent of such notice. Attendance by a shareholder, without
objection to the notice, whether in person or by proxy, at a
shareholders' meeting shall constitute a waiver of notice of the
meeting.
2.06. Closing of Transfer Books. For the purposes of
determining the shareholders who are entitled to notice of or to vote
at a meeting of shareholders or an adjournment thereof, or the
shareholders who are entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper
purpose, the Board of Directors of the corporation may provide that
the stock transfer books shall be closed for a stated period not to
exceed fifty days. If the stock transfer book shall be closed for the
purpose of determining shareholders entitled to notice of or to vote
at a meeting of shareholders, such books shall be closed for at least
ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date
as the record date for any such determination of shareholders, such
date in any case to be not more than fifty days and, in the case of a
meeting of shareholders, not less than ten days prior to the date on
which the particular action requiring such determination of
shareholders, is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of
shareholders, or of shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the
date on which the resolution the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been
made as provided in this section, such determination shall apply to
any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period
of closing has expired.
2.07. Voting Lists. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make, at
least ten days before each meeting of shareholders, a complete list of
the shareholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order with the address of, and the
number of shares held by each shareholder, which list, for the period
between its compilation and the meeting for which it was compiled,
shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder at any time during
normal business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to
inspection by any shareholder during the meeting. The original stock
transfer book shall be prima facie evidence of the shareholders
entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
2.08. Quorum and Voting. A majority of the outstanding
shares of the corporation entitled to vote, when represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time (but not to exceed sixty days) without
further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might
have been transacted at the meeting as originally scheduled. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of
shareholders sufficient to leave less than a quorum. Unless a greater
vote on a particular matter is required by law, by the Articles of
Incorporation, or by these Bylaws, a majority vote of the shares
present and entitled to vote shall carry any action proposed or voted
on at a shareholders' meeting.
2.09. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder
or by the shareholder's authorized attorney in fact. Such proxy may
be filed with the Secretary of the corporation before or at the time
of the meeting. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.
2.10. Voting of Shares by Certain Holders. Shares standing
in the name of another corporation 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, provided, however, that no shares held by
another corporation, the election of whose directors is controlled by
this corporation, shall be entitled to vote.
Shares held by an administrator, executor, guardian, or
conservator may be voted by such person, either in person or by proxy,
without a transfer of such shares into such person's name. Shares
standing in the name of a trustee may be voted by the trustee, either
in person or by proxy, but a trustee shall not be entitled to vote
shares so held without a transfer of such shares into the trustee's
name.
Shares standing in the name of a receiver may be voted by the
receiver, and shares held by or under the control of a receiver may be
voted by the receiver without the transfer thereof into the receiver's
name if the authority to do so is contained in an appropriate order of
the court by whom the receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the 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 the corporation or held by
it in a fiduciary capacity 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 given time.
ARTICLE 3
Board of Directors
3.01. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors, except as
otherwise provided by law or by the Articles of Incorporation.
3.02. Number, Tenure, and Qualifications. The number of
directors of the corporation shall be no less than one and no more
than twelve. The number of directors may be changed only as provided
in the Articles of Incorporation. Each director shall hold office
until the next annual meeting of the shareholders and until his or her
successor shall have been elected and qualified. Directors need not
be residents of any particular state or shareholders of the
corporation.
3.03. Regular Meetings. A meeting of the Board of Directors
shall be held without notice other than this provision immediately
after, and at the same place as, the annual meeting of shareholders.
The Board of Directors may provide, by resolution, the time and place
for the holding of regular meetings without other notice than such
resolution.
3.04. Special Meetings; Notice. Special meetings of the
Board of Directors may be called by or at the request of the President
or any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, wherever
located, as the place for holding a special meeting of the Board of
Directors called by them. Written notice of a special meeting shall
be given to each director at least two days prior to a special
meeting, except that if the written notice is mailed to a director or
is given by telegram at least four days prior notice must be given,
which notice shall be deemed given when mailed or telegraphed. Any
director may waive notice of any meeting. The attendance of a
director at a 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. Neither the business to
be transacted nor the purpose of any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice
of such meeting.
3.05. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors, or any
committee thereof, may be taken without a meeting if a written consent
setting forth the action so taken is signed by all of the directors
that would have been entitled to vote on the action had a meeting been
held.
3.06. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but if less than such majority be present at a
meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice. The directors present at a
meeting may continue to transact business until adjournment not
withstanding the withdrawal of directors sufficient to leave less than
a quorum.
3.07. Voting Requirements. Except as otherwise provided by
law, in the Articles of Incorporation, or in these Bylaws, a majority
vote of the directors present at a meeting at which a quorum is
present shall be required for an act or resolution under consideration
to constitute an act or resolution of the Board of Directors.
3.08. Vacancies. Any vacancy occurring in the Board of
Directors shall be filled by the Board of Directors until an annual
meeting is held and new directors are elected by the shareholders.
Any directorship to be filled by reason of an increase in the number
of directors shall be filled by election at an annual meeting of
shareholders or at a special meeting of shareholders called for that
purpose. A director chosen to fill a vacancy resulting from an
increase in the number of directors shall hold office until the
director's successor shall have been elected and qualified.
3.09. Compensation. By resolution of the Board of Directors
the directors may be paid their expenses, if any, for attendance at
any meeting of the Board of Directors, and, if such compensation is
approved by a majority vote of the shareholders entitled to vote, may
be paid a fixed sum for attendance at any meeting of the Board of
Directors or a stated salary as director. No payment shall preclude
any director from serving the corporation in any other capacity and
receiving compensation therefor.
3.10. 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 presumed to have assented to
the action taken unless the dissent of the director shall be entered
in the minutes of the meeting or unless the director shall file a
written dissent to such action before adjournment thereof or shall
forward such dissent by 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
the action dissented to.
3.11. Removal of Directors. At a special meeting of the
shareholders called expressly for that purpose, Directors may be
removed in the manner provided in this section. One or more directors
or the entire Board of Directors may be removed, with or without
cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors. No director may be
removed if the votes cast against a director's removal would be
sufficient to elect the director if cumulatively voted at an election
of the entire Board of Directors. A director shall be entitled to
receive notice of and a hearing with respect to his or her removal for
cause.
3.12. Standards of Conduct. A director shall discharge his
or her duties as a director, including his or her duties as a member
of a committee, in good faith, with the care an ordinarily prudent
person in a like position would exercise under similar circumstances;
and in a manner that he or she reasonably believes to be in the best
interests of the corporation.
In discharging his or her duties a director is entitled to rely
on information, opinions, reports, or statements, including financial
statements and other financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation
whom the director reasonably believes to be reliable and
competent in the matters presented;
(2) legal counsel, public accountants, or other persons as
to matters the director reasonably believes are within the
person's professional or expert competence; or
(3) a committee of the board of directors of which the
director is not a member if the director reasonably believes the
committee merits confidence.
A director is not acting in good faith if the director has
knowledge concerning the matter in question that makes otherwise
permissible reliance unwarranted.
A director is not liable for any action taken as a director, or
any failure to take any action, if he or she performed the duties of
office in compliance with this section.
ARTICLE 4
Officers
4.01. Number, Election and Tenure. The officers of the
corporation shall be a President, a Vice President, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors.
Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. All officers
of the corporation shall serve at the pleasure of the Board of
Directors for the compensation fixed under Section 4.09 of these
Bylaws. Any two or more offices may be held by the same person,
except as otherwise provided by law.
4.02. Removal. Any officer or agent elected or appointed by
the Board of Directors may be removed, with or without cause, by the
Board of Directors whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
4.03. Vacancies. Whenever a vacancy shall occur in any
office by reason of death, resignation, increase in number of offices
of the corporation, or otherwise, the vacancy shall be filled by the
Board of Directors, and the officer so elected shall hold office as
provided in Section 4.01 of these Bylaws.
4.04. President. The President shall be the principal
executive officer of the corporation, and, subject to the control of
the Board of Directors, shall have general control of the business,
affairs, and property of the corporation, and control over its agents,
officers, and employees. The President shall, when present, preside
at all meetings of the shareholders and of the Board of Directors, and
shall perform such other duties and exercise such other powers as from
time to time may be assigned to the President by these Bylaws or by
the Board of Directors.
4.05. Vice President. The Vice President shall perform all
duties incumbent upon the President during the absence or disability
of the President, and shall perform such other duties as from time to
time may be assigned to the Vice President by these Bylaws or by the
Board of Directors.
4.06. The Secretary. The Secretary shall: (a) keep the
minutes of the shareholders' meetings and of the Board of Directors'
meetings in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these
bylaws as required by law; (c) be the custodian of the corporate
records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution of which on
behalf of the corporation under its seal, is duly authorized; (d) keep
a register of the address of each shareholder, which shall be
furnished to the secretary by such shareholder; (e) sign with the
President, or the Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by a
resolution of the Board of Directors; (f) have general charge of the
stock transfer books of the corporation; and (g) perform all duties
incident to the office of secretary and such other duties as from time
to time may be assigned to the Secretary by the President or the Board
of Directors.
4.07. The Treasurer. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his or
her duties in such sum and with such surety or sureties as the Board
of Directors shall determine. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for monies due and payable
to the corporation from any source whatsoever; (c) deposit all monies
received in the name of the corporation in the banks or other
depositories as shall be selected in accordance with the provisions of
Article 5 of these Bylaws; and (d) perform the duties as from time to
time may be assigned to the Treasurer by the President or the Board of
Directors.
4.08. Assistant Secretaries and Treasurers. One or more
Assistant Secretaries or Assistant Treasurers may be appointed by the
Board of Directors. Such persons shall have such duties as from time
to time may be assigned to them by the Board of Directors, the
President, or the Secretary or Treasurer, as the case may be.
4.09. Compensation. The compensation of the officers shall
be fixed or approved from time to time by the Board of Directors and
no officer shall be prevented from receiving such compensation by
reason of the fact that the officer is also a director of the
corporation.
ARTICLE 5
Contracts, Loans, Checks, Deposits, and Official Books and Records
5.01. Contracts. The Board of Directors may authorize any
officer or agent 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 matters.
5.02. 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 a resolution of the Board of Directors. The
Board of Directors shall have the following power with respect to the
lending of funds:
(a) Loans of Funds, Generally. To lend money in
furtherance of any of the purposes of the Corporation; to invest
and reinvest the funds of the Corporation from time to time; and
to take and hold any property as security for the payment of
funds so loaned or invested.
(b) Loans to Employees and Directors. If approved by the
holders of a majority of the voting shares, to lend money and use
its credit to assist any employee or director of the Corporation,
if the Board of Directors determines that such loan or assistance
may benefit the Corporation.
5.03. Checks, Drafts, Etc. All checks, drafts, or other
orders for the payment of money, notes, or other evidence of
indebtedness issued in the name of the corporation shall be signed by
such officer or agent of the corporation and in such manner as shall
from time to time be determined by a resolution of the Board of
Directors.
5.04. 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 or other depositories as the Board of
Directors may by resolution select.
5.05. Official Books and Records. The official books and
records of the corporation shall consist of the minute book, the stock
book, the stock transfer book, and the books and records of account.
The Secretary shall be responsible for their upkeep and safekeeping.
Any shareholder, either in person or by representative, shall have the
right to inspect and make copies or extracts of the official books and
records at any reasonable time for any lawful purpose.
ARTICLE 6
Capital Stock
6.01. Certificates for Shares. Certificates representing
shares of the corporation shall be in such form as shall be determined
by the Board of Directors. Such certificates shall be signed by the
President or the Vice President and by the Secretary or an Assistant
Secretary. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person
to whom the shares represented thereby are issued, with the number of
shares and the date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificates
shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case
of a lost, destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as the Board
of Directors may prescribe.
6.02. Consideration for Shares. The consideration for the
issuance of shares may be paid, in whole or in part, in money, in
other property, tangible or intangible, or in labor or services
actually performed for the Corporation. When payment of the
consideration for which shares are to be issued shall have been
received by the Corporation, such shares shall be deemed to be fully
paid and nonassessable. In the absence of fraud in the transaction,
the judgment of the Board of Directors as to the value of the
consideration received for shares shall be conclusive. No certificate
shall be issued for any share until the share is fully paid.
6.03. Issuance of Shares. Shares of capital stock of the
corporation shall not be issued except on a majority vote of the Board
of Directors. The vote of each director shall appear in the written
minutes of each Board of Directors' meeting in which the issuance of
shares was approved.
6.04. Dividends. The holders of the capital stock of the
Corporation shall be entitled to receive, when and as declared by the
Board of Directors, solely out of unreserved and unrestricted earned
surplus, dividends payable either in cash, in property, or in shares
of capital stock. No dividends shall be paid upon the capital stock
in any medium if the source out of which it is proposed to pay the
dividend is due to or arises from unrealized appreciation in value or
from a revaluation of assets, or if the Corporation is, or is thereby
rendered, incapable of paying its debts as they become due in the
usual course of its business.
6.05. Uncertified Shares. Shares of the capital stock of the
Corporation shall not be issued without a certificate.
ARTICLE 7
Amendments
7.01. Amendment. These Bylaws may be amended or repealed,
and new bylaws may be adopted, by the holders of a majority of the
voting shares at any annual or special meeting or by a majority vote
of the Board of Directors at any regular or special meeting, except
that the shareholders in amending or repealing a particular bylaw may
provide that the Board of Directors may not amend or repeal that
bylaw.
Accepted and Adopted by the Board of Directors on the 29th day of
June, 2000.
By:
/s/ Kip Eardley
Kip Eardley, President
