Exhibit 3.(ii)1
BYLAWS OF CENTRAL CAPITAL VENTURE CORPORATION
(A NEVADA CORPORATION)
ARTICLE I OFFICES
1.1 PRINCIPAL OFFICE. The initial registered office of the corporation shall be
in the County of Carson City, State of Nevada.
1.2 ADDITIONAL OFFICES. The corporation may also have offices at such other
places, either within or without the State of Nevada, as the board of directors
may from time to time designate or the business of the corporation may require.
ARTICLE 2 MEETING OF STOCKHOLDERS
2.1 PLACE OF MEETING. Meetings of stockholders may be held at such place, either
within or without of the State of Nevada, as may be designated by or in the
manner provided in these Bylaws, or, if not so designated, at the registered
office of the corporation or the principal executive offices of the corporation.
2.2 ANNUAL MEETING. Annual meetings of stockholders shall be held each year at
such date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting. At such annual meeting, the
stockholders shall elect by a plurality vote the number of directors equal to
the number of directors of the class whose term expires at such meetings (or, if
fewer, the number of directors properly nominated and qualified for election) to
hold office until the third succeeding annual meeting of stockholders after
their election. The stockholders shall also transact such other business as may
properly be brought before the meetings. To be properly brought before the
annual meeting, business must be either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the board of
directors or the Chairman, Vice Chairman, Chief Executive Officer or President,
(b) otherwise properly brought before the meeting by or at the direction of the
board of directors or the Chairman, Vice Chairman, Chief Executive Officer or
President, or (c) otherwise properly brought before the meeting by a stockholder
of record. In addition to any other applicable requirements, for business to be
properly brought before the annual 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 personally
or deposited in the United States mail, or delivered to a common carrier for
transmission to the recipient or actually transmitted by the person giving the
notice by electronic means to the recipient or sent by other means of written
communication, postage or delivery charges prepaid in all such cases, and
received at the principal executive offices of the corporation, addressed to the
attention of the Secretary of the corporation, not less than 10 days nor more
than 50 days prior to the scheduled date of the meeting (regardless of any
postponements, deferrals or adjournments of that meeting to a later date);
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PROVIDED, HOWEVER, that in the event that less than 30 days' notice or prior
public disclosure of the date of the scheduled meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the earlier of (a) the close of business on the 10th day following
the day on which such notice of the date of the scheduled annual meeting was
mailed or such public disclosure was made, whichever first occurs, and (b) two
days prior to the date of the scheduled meeting. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class, series and number of shares of the
corporation that are owned beneficially by the stockholder, and (iv) any
material interest of the stockholder in such business. Notwithstanding anything
in these Bylaws to the contrary, no business shall be conducted at the annual
meeting except in accordance with the procedures set forth in this Section 2.2;
provided, however, that nothing in this Section 2.2 shall be deemed to preclude
discussion by any stockholder of any business properly brought before the annual
meeting. The Chairman (or such other person presiding at the meeting in
accordance with these Bylaws) shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Section 2.2, 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.
2.3 SPECIAL MEETINGS. Special meetings of the stockholders may be called for any
purpose or purposes, unless otherwise prescribed by the statute or by the
Certificate of Incorporation, only at the request of the Chairman, Vice
Chairman, Chief Executive Officer or President or by a resolution duly adopted
by a majority of the board of directors. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting
shall be limited to matters relating to the purpose or purposes stated in the
notice of meeting.
2.4 ACTION WITHOUT A MEETING. Any action which may be taken at any annual or
special meeting of the stockholders of this corporation may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action or actions so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Such consent or
consents shall be delivered to the corporation by hand or certified mail, return
receipt requested, to its principal executive office, or to an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded.
2.5 NOTICE OF MEETINGS. Written notice of stockholders' meetings, stating the
place, date and time of the meeting and, in the case of a special meeting, the
purpose or purposes for which such special meeting is called, shall be given to
each stockholder entitled to vote at such meeting not less than ten (10) nor
more than fifty (50) days prior to the meeting. When a meeting is adjourned to
another place, date or time, written notice need not be given of the adjourned
meeting if the place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the date of any
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adjourned meeting is more than thirty (30) days after the date for which the
meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting. Whenever, under the provisions of Nevada law or of the Certificate of
Incorporation or of these Bylaws, notice is required to be given to any
stockholder it shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or stockholder, at
his or her 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. Whenever any notice is
required to be given under the provisions of Nevada law or of the Certificate 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.
2.6 BUSINESS MATTER OF A SPECIAL MEETING. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice,
except to the extent such notice is waived or is not required.
2.7 LIST OF STOCKHOLDERS. The officer in charge of the stock ledger of the
corporation or the transfer agent shall prepare and make, 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, at a place within the
city where the meeting is to be held, which place, if other than the place of
the meeting, shall be specified in the notice of the meeting. The list shall
also be produced and kept at the place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present in person
thereat.
2.8 ORGANIZATION AND CONDUCT OF BUSINESS. The Chairman or, in his or her
absence, the Chief Executive Officer or, in their absence, such person as the
board of directors may have designated or, in the absence of such a person, such
person as may be chosen by the holders of a majority of the shares entitled to
vote who are present, in person or by proxy, shall call to order any meeting of
the stockholders and act as Chairman of the meeting. In the absence of the
Secretary of the corporation, the Secretary of the meeting shall be such person
as the Chairman appoints. The Chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seems to him
or her in order.
2.9 QUORUM AND ADJOURNMENTS. Except where otherwise provided by law or the
Certificate of Incorporation or these Bylaws, the holders of at least a majority
of the stock issued and outstanding and entitled to vote, present in person or
represented in proxy, shall constitute a quorum at all meetings of the
stockholders. The stockholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
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notwithstanding the withdrawal of enough stockholders to have less than a quorum
if any action taken (other than adjournment) is approved by at least a majority
of the shares required to constitute a quorum. At such adjourned meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If, however, a
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat who are present in person or
represented by proxy shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented.
2.10 VOTING RIGHTS. Unless otherwise provided in the Certificate 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.
2.11 MAJORITY VOTE. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation or of these Bylaws, a different vote is
required in which case such express provision shall govern and control the
decision of such question.
2.12 RECORD DATE FOR STOCKHOLDER NOTICE AND VOTING. (i) For purposes of
determining the stockholders entitled to notice of any meeting or to vote, or
entitled to receive payment of any dividend or other distribution, or entitled
to exercise any right 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 fifty (50) days nor less
than ten (10) days before the date of any such meeting nor more than fifty (50)
days before any other action. If the board of directors does not so fix a record
date, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held. (ii) For purposes of determining the stockholders
entitled to consent to corporate action in writing without a meeting, the board
of directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing such record date is adopted by the board of
directors. If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate action
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in writing without a meeting, when no prior action by the board of directors is
required under Nevada law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by hand or certified mail, return receipt requested, to its
principal executive office, or to an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. If no record date has been fixed by the board of directors and prior
action by the board of directors is required under Nevada law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be the close of business on the day on which the board
of directors adopts the resolution taking such prior action.
2.13 PROXIES. Every person entitled to vote for directors or on any other matter
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the Secretary
of the corporation. A proxy shall be deemed signed if the stockholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the stockholder or the stockholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it, before the vote pursuant to that proxy, by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of six months from the date of the proxy, unless
otherwise provided in the proxy.
2.14 INSPECTORS OF ELECTION. The corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors of election to act at the meeting
and make a written report thereof. The corporation may designate one or more
persons to act as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting shall appoint one or more inspectors to act
at the meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.
ARTICLE 3 DIRECTORS
3.1 NUMBER; ELECTION; TENURE AND QUALIFICATIONS. The board of directors of the
corporation shall consist of not less than one (1) member nor more than fifteen
(15) members, the initial board of directors shall consist of two (2) members.
The exact number of members of any future Board of Directors shall be determined
from time to time by resolution of the Board of Directors. Notwithstanding the
foregoing, additional directorships resulting from an increase in the number of
directors shall be apportioned among the classes as equally as possible. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors. Nominations of persons for election to the
board of directors at the annual meeting, by or at the direction of the board of
directors, may be made by any nominating committee or person appointed by the
board of directors; nominations may also be made by any stockholder of record of
the corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 3.1. Such
nominations, other than those made by or at the direction of the board of
directors, shall be made pursuant to timely notice in writing to the Secretary
of the corporation. To be timely, a stockholder's notice shall be delivered
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personally or deposited in the United States mail, or delivered to a common
carrier for transmission to the recipient or actually transmitted by the person
giving the notice by electronic means to the recipient or sent by other means of
written communication, postage or delivery charges prepaid in all such cases,
and received at the principal executive offices of the corporation addressed to
the attention of the Secretary of the corporation not less than 10 days nor more
than 50 days prior to the scheduled date of the meeting (regardless of any
postponements, deferrals or adjournments of that meeting to a later date);
provided, however, that, in the case of an annual meeting and in the event that
less than 30 days' notice or prior public disclosure of the date of the
scheduled meeting is given or made to stockholders, notice by the stockholder to
be timely must be so received not later than the earlier of (a) the close of
business on the 10th day following the day on which such notice of the date of
the scheduled meeting was mailed or such public disclosure was made, whichever
first occurs, or (b) two days prior to the date of the scheduled meeting. Such
stockholder's notice to the Secretary shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or reelection as a director,
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class, series
and number of shares of capital stock of the corporation that are owned
beneficially by the person, (iv) a statement as to the person's citizenship, and
(v) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated there under; and (b) as to the stockholder giving the
notice, (i) the name and record address of the stockholder and (ii) the class,
series and number of shares of capital stock of the corporation that are owned
beneficially by the stockholder. The corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as
director of the corporation. No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set forth herein. In connection with any annual meeting, the Chairman (or such
other person presiding at such meeting in accordance with these Bylaws) shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded. Directors shall serve as provided in the Certificate of
Incorporation. Directors need not be stockholders.
3.2 VACANCIES. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election at which the term of the class to which they have been elected expires
and 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. In the event of a vacancy in the
board of directors, the remaining directors, except as otherwise provided by law
or these Bylaws, may exercise the powers of the full board of directors until
the vacancy is filled.
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3.3 RESIGNATIONS AND REMOVAL. Any director may resign at any time by delivering
written notice to the corporation at its principal place of business or to the
Chairman, Vice Chairman, Chief Executive Officer, President or Secretary. Such
resignation shall be effective upon receipt of such notice unless the notice
specifies such resignation to be effective at some other time or upon the
happening of some other event. Any director or the entire board of directors may
be removed, but only for cause, and only upon the affirmative vote of the
holders of at least seventy-five percent (75%) of shares then entitled to vote
at an election of directors, unless otherwise specified by law or the
Certificate of Incorporation.
3.4 POWERS. The business of the corporation shall be managed by or under the
direction of the board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things which are not by statute or
by the Certificate of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.
3.5 PLACE OF MEETINGS. The board of directors may hold meetings, both regular
and special, either within or without the State of Nevada.
3.6 ANNUAL MEETINGS. The annual meetings of the board of directors shall be held
immediately following the annual meeting of stockholders, and no notice of such
meeting shall be necessary to the board of directors, provided a quorum shall be
present. The annual meetings shall be for the purposes of organization, and an
election of officers and the transaction of other business.
3.7 REGULAR MEETINGS. Regular meetings of the board of directors may be held
without notice at such time and place as may be determined from time to time by
the board of directors.
3.8 SPECIAL MEETINGS. Special meetings of the board of directors may be called
by the Chairman, Vice Chairman, Chief Executive Officer, President, Secretary,
any Vice President or by a majority of the board of directors upon three (3)
day's notice to each director and can be delivered either personally, or by
telephone, express delivery service (so that the scheduled delivery date of the
notice is at least three (3) days in advance of the meeting), telegram or
facsimile transmission, and on five (5) day's notice, by mail. The notice need
not describe the purpose of the special meeting.
3.9 QUORUM AND ADJOURNMENTS. At all meetings of the board of directors, a
majority of the directors then in office 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 otherwise be specifically provided by law or the
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Certificate of Incorporation. If a quorum is not present at any meeting of the
board of directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting at which the
adjournment is taken, until a quorum shall be present. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved of by at least a
majority of the required quorum for that meeting.
3.10 ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate 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.
3.11 TELEPHONE MEETINGS. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any member of the board of directors or any
committee may participate in a meeting 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.
3.12 ORDER OF BUSINESS. The order of business at annual meetings, and so far as
practicable at other meetings of stockholders, shall be as follows unless
changed by the Chairman:
(a) Call to order
(b) Proof of due notice of meeting
(c) Determination of quorum and examination of proxies
(d) Announcement of availability of voting list (See Bylaw 2.04)
(e) Announcement of distribution of annual statement (See Bylaw 7.4)
(f) Reading and disposing of minutes of last meeting of stockholders
(g) Reports of Officers and committees
(h) Appointment of voting inspectors
(i) Unfinished business
(j) New business
(k) Nomination of Directors
(1) Opening of polls for voting
(m) Recess
(n) Reconvening; closing of polls
(o) Report of voting inspectors
(p) Other business
(q) Adjournment
3.13 WAIVER OF NOTICE. Notice of a meeting need not be given to any director who
signs a waiver of notice or a consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such director. All such waivers, consents and approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
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3.14 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, the Board of Directors shall have the
authority to fix the compensation of Directors. The Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum of five hundred dollars ($500.00) for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefore. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
3.15 RIGHTS OF INSPECTION. Any director shall have the right to examine the
corporation's stock ledger, a list of its stockholders and its other books and
records for a purpose reasonably related to his or her position as a director.
3.16 COMMITTEES OF DIRECTORS. (i) The board of directors may, by resolution
passed by a majority of the entire board of directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board of directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. (ii) 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 she 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. (iii) Any
such committee, to the extent provided in the resolution of the board of
directors, shall have and may exercise all the powers and 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 Certificate of Incorporation (except that a committee
may, to the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law of Nevada, fix any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of dissolution, removing or
indemnifying directors or amending the Bylaws of the corporation; and, unless
the resolution or the Certificate 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 or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board. (iv) Each
committee shall keep regular minutes of its meetings and report the same to the
board of directors when required.
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3.17 COMMITTEES OF DIRECTORS
(1) The Board of Directors may, by resolution adopted by a majority of the whole
Board, designate an Executive Committee from among its members, consisting of at
least of these committees;
(2) The Executive Committee shall consist of one or more Directors. The
Executive Committee shall serve at the pleasure of the Board of Directors.
(3) The Executive Committee shall have and may exercise the authority of the
Board of Directors in the management of the business and affairs of the
Corporation except where action of the full Board of Directors is required by
statute or by the Articles of Incorporation, and shall have power to authorize
the seal of the Corporation to be affixed to all papers which may require it;
except that the Executive Committee shall not have authority to: amend the
Articles of Incorporation; approve a plan of merger or consolidation;
recommend to the stockholders the sale, lease, or exchange of all or
substantially all of the property and assets of the Corporation other than in
the usual and regular course of its business; recommend to the stockholders the
voluntary dissolution of the Corporation; amend, alter, or repeal the Bylaws of
the Corporation or adopt new Bylaws for the Corporation; fill any vacancy in the
Board of Directors or any other corporate committee; fix the compensation of any
member of any corporate committee; alter or repeal any resolution of the Board
of Directors; declare a dividend; or authorize the issuance of shares of the
Corporation in excess of one million dollars in value. Each Director shall be
deemed to have assented to any action of the Executive Committee unless, within
seven days after receiving actual or constructive notice of such action, he or
she delivers their written dissent thereto to the Secretary of the Corporation.
(4) The number of Executive Committee members may be increased or decreased
(but not below three) from time to time by resolution adopted by a majority of
the whole Board of Directors.
(5) The Board of Directors may remove any member of the Executive Committee by
the affirmative vote of a majority of the whole Board whenever in its judgment
the best interests of the Corporation will be served thereby.
(6) A vacancy occurring in the Executive Committee (by death, resignation,
removal or otherwise) shall be filled by the Board of Directors in the manner
provided for original designation in Section 3.17 (1) above.
(7) Time, place and notice, if the Executive Committee shall determine any, of
Executive Committee meetings.
(8) At meetings of the Executive Committee, a majority of the number of members
designated by the Board of Directors shall constitute a quorum for the
transaction of business. The act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the Executive
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Committee, except as otherwise specifically provided by the statute or by the
Articles of Incorporation or by these Bylaws. If a quorum is not present at a
meeting of the Executive Committee, the members present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.
(9) By resolution of the Board of Directors, the members of the Executive
Committee may be paid their expenses, if any, of attendance at each meeting of
the Executive Committee and may be paid a fixed sum for attendance at each
meeting of the Executive Committee or a stated salary as a member thereof. No
such payment shall preclude any member from serving the Corporation in any other
capacity and receiving compensation therefore.
(10) The Executive Committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required. The minutes of the
proceedings of the Executive Committee shall be placed in the minute book of the
Corporation.
(11) Any action required or permitted to be taken at a meeting of the Executive
Committee may be taken without a meeting if consent in writing, setting forth
the action so taken, is signed by all the members of the Executive Committee.
Such consent shall have the same force and effect as a unanimous vote at a
meeting. The signed consent, or a signed copy thereof, shall be placed in the
minute book.
(12) The investment objectives and policies of the Company are a fundamental
premise for the Company's existence and may not be changed without a full vote
by all common stockholders, nor may the Company withdraw it's election to be
regulated as a Business Development Company without the consent of a majority of
its stockholders. The Investment policies of the Company will purposefully
remain flexible so that the Company may adapt to a continuously changing
investment environment. Many of the Company's venture capital investments will
be made in private transactions with privately owned companies. Securities
acquired in this manner are restricted from public sale unless they are
registered under the Securities Act of 1933, as amended, or unless an exemption
form registration is available. However, the Company shall contract with it's
Investment Companies for registration rights of securities it acquires so as to
facilitate public distribution of its holdings. The Company does not intend to
initially become an underwriter (as defined within the meaning of the Investment
Company Act of 1940) of the securities of its Investment Companies
(13) PORTFOLIO EVALUATION POLICY: The Portfolio Evaluation Policy of the
Company shall be based on those methods of valuation of investment securities of
registered investment companies as set forth periodically in the guidelines as
promulgated by the Securities and Exchange Commission. The Company Board of
Directors shall be responsible for the periodic valuation of the Company's
portfolio. In making its determinations, the Board shall act on recommendations
submitted by its:
<PAGE>
i. Valuation Committee, which shall consist of those persons designated
annually by resolution of the Board of Directors at its annual meetings. At
least quarterly, the Board of Directors acting on the advice and recommendation
of the Valuation Committee, shall value the Company's investments and certain
other assets, and at such other times as circumstances warrant. The investments
are valued at either
1. Market value (or a discount from market value deemed appropriate by the
Valuation Committee) with respect to those securities for which market quotation
are readily available, or
2. "Fair value" as Respect to other securities and certain other assets
determined in good faith by the Board of Directors.
ii. The Company's portfolio of investments will be in securities for which there
are little or no public market. The value of such assets in the Company's
portfolio will be determined in such a manner as reflects their fair value in
the opinion of the Company's Board of Directors utilizing a specific evaluation
plan, and acting in good faith. The general factor in which the Board of
Directors will consider in determining a valuation method for an individual
security includes:
1. The fundamental analytical data relating to the investment (cost basis)
2. The nature and duration of restrictions on disposition of the securities
(public market method) and,
3. An evaluation of the forces in which influence the market in which these
securities are traded.
iii. Specific factors considered by the Board of Directors in determining fair
value are:
1. Progress of the issuer, price and extent of public trading in similar
securities of the issuer,
2. Prospects for the business,
3. Discounts from the market value of unrestricted securities, of the same
class,
4. Special reports prepared by analysts,
5. Information as to any transactions or offers with respect to the issuer's'
securities,
6. Existence of merger proposals or tender offers affecting the securities,
7. Price and the extent of public trading in similar securities of comparable
companies and other relevant matters.
Consistent with the various factors as described, and the nature of the
Company's business, which is to specialize in development stage businesses, the
Valuation Committee, in making recommendations to the Board of Directors
concerning the fair value of the Company's portfolio, shall utilize the follow
methods for evaluation the securities in which the Company holds:
iv. Cost Method: From its inception of becoming an Investment Company, a
controlled Investment Company, by virtue of being a portfolio company of a
Business Development Company, has the advantages or the Company's management
expertise in corporate development and investments. Therefore, based on those
factors deemed appropriate due to individual circumstances, the fair value of
each Investment Company for which there is no public market for its securities,
<PAGE>
shall be determined using the Cost Method; such cost shall consist of the
Investment original cost to the Company plus all additional loans and funds
advances, on behalf of the Investment Company, including funds advanced for
corporate administration and follow-up investments. It shall be management's
policy that if funds advanced to or on behalf of the Investment Company,
therefore assumed that the Company will continue to provide follow guidance and
funding. Should the operation of an Investment Company indicate negative
results, the Board of Directors will then completely or partially write-off the
cost of the investment, depending on each individual circumstance.
v. Appraisal Method: Upon the Company's determination that an Investment Company
shall become a publicly owned company, until such time the Investment Companies
registration statement becomes effective, the Board of Directors shall determine
fair value, using the Appraisal method, which utilizes a comparison, by an
independent appraiser and the Underwriter of said securities, and other
non-affiliated public or private companies engaged in the same or similar
business activity. The appraisal will take into account the restriction to
resale of the securities owned by the Company, and will utilize a future value
of money computation to clearly discount the then appraised securities during
the restriction period. This method shall be only utilized until such time that
the securities of the issuer, held in the Company's portfolio, can be easily
priced utilizing a truly independent pricing source. In addition the Company
may rely on third party transactions in respect to purchases of the Investment
Companies securities to further substantiate its' valuation of its investment.
vi. Public Market Method: Upon the establishment of a public market for the
securities held in the portfolio of the Company, the Company's Board of
Directors should evaluate said securities by the public market method. It is
highly likely that the Company's investment in securities for which a public
market exists will be restricted securities by virtue of the Securities Act of
1933, as amended; however the Company shall contract with its Investment
Companies for securities registration rights necessary for public distribution
of its holdings. In determining fair value of restricted securities, the Board
of Directors will consider various factors including the proportion of the
issuer's securities which are held by the Company and the ability of the Company
to dispose of large blocks of securities in an orderly manner, existence and
terms or registration rights. The market price of unrestricted securities of the
same class, existence of any contractual restrictions, and other factors that
would affect the fair value. The fair value shall be determined by
1. Discounting the Securities pursuant to there restricted state by a future
value of money computation,
2. Discounting the Securities pursuant to any volume limitation utilizing the
ninety day previous volume history (if one exists) and discounting the
securities further if the Company owns a greater number of securities than this
3. Mark-to-Market the Securities utilizing the mean of the Bid/Ask over the
previous calendar quarter (if a Bid/Ask is available)
4. If the securities are currently unrestricted as to resale the full mean of
the Bid/Ask shall be utilized in determining the fair value.
<PAGE>
(14) The Board of Directors shall meet once each quarter, and with the
assistance of the then seated Valuation Committee shall set the fair value of
the Company's portfolio.
(15) The Following are Additional committees reporting to the Company's
Executive Committee. Each Committee shall consist of at least three members of
the Board of Directors; any member of the Board or Directors may sit on each
Committee. Each Committee shall meet at least once a year or as needed, and
shall be called into attendance by the Executive Committee by waiver:
i. Audit Committee, which is responsible for recommending to the Board of
Directors the selection of independent public accountants, approving the nature
and scope of services performed by the independent public accountants and
reviewing the results of their audit on behalf of the Company and its controlled
Investment Companies. The Audit Committee reviews the adequacy of the Company's
system of internal accounting controls and management policies related to the
integrity of the Company's financial statements. The Committee also reviews the
performance of the Company's legal counsel and the adequacy of the Company's
management practices and policies in light of applicable laws.
ii. Compensation Committee, whose function is to formulate and administer a
stock program for management and key employees of the Company and it's
Investment Companies.
iii. Funding Committee, whose function is to direct management regarding
selection of method of funding the development plans and operations of
Investment Companies.
(16) The designation of an Executive Committee and the delegation of authority
to it shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed by law.
(17) The Board of Directors may, by resolution adopted by the majority of the
Directors, designate one or more other committees to conduct the business and
affairs of the Corporation to the extent authorized by the resolution including
but not limited to the following: Audit Committee, Compensation Committee,
Stock Option Committee and Conflict of Interest Committee. The Board of
Directors, by majority vote, shall have the power at any time to change the
powers and members of any committee, to fill vacancies and to dispose of any
committee. Members of any committee shall receive such compensation as the
Board of Directors may from time to time provide. The designation of any
committee and the delegation of authority to such committee shall not operate to
relieve the Board of Directors of any responsibility imposed by law.
<PAGE>
ARTICLE 4 OFFICERS
4.1 OFFICERS DESIGNATED. The officers of the corporation shall be chosen by the
board of directors and shall be a Chief Executive Officer, a Secretary and a
Chief Financial Officer or Treasurer. The board of directors may also appoint a
Chairman, a Vice Chairman, a President, a Chief Operating Officer, a Chief
Technical Officer, one or more Vice Presidents, and one or more assistant
Secretaries. Any number of offices may be held by the same person, except as
otherwise provided in the Certificate of Incorporation or these Bylaws
.
4.2 APPOINTMENT OF OFFICERS. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.3 or
4.5 of this Article 4, shall be chosen in such manner and shall hold their
offices for such terms as are prescribed by these Bylaws or determined by the
board of directors. Each officer shall hold his or her office until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. This Section does not create any rights of employment or continued
employment. The corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.
4.3 SUBORDINATE OFFICERS. The board of directors may appoint, and may empower
the Chairman, Vice Chairman, Chief Executive Officer and/or President to
appoint, such other officers and agents as the business of the corporation may
require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the Bylaws or as the board of directors
may from time to time determine.
4.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an
officer under any contract of employment, any officer may be removed, either
with or without cause, by an affirmative vote of the majority of the board of
directors, at any regular or special meeting of the board of directors, or,
except in case of an officer chosen by the board of directors, by any officer
upon whom such power of removal may be conferred by the board of directors. Any
officer may resign at any time by giving written notice to the corporation. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice; and, unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
4.5 VACANCIES IN OFFICES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointment to that office.
4.6 COMPENSATION. The salaries of all officers of the corporation shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving a salary because such officer is also a director of the
corporation.
4.7 THE CHAIRMAN OF THE BOARD. The Chairman, if such an officer be elected,
shall, if present, perform such other powers and duties as may be assigned to
such officer from time to time by the board of directors. If there is no Chief
Executive Officer, the Chairman shall also be the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in Section 4.9 of
this Article 4.
<PAGE>
4.8 THE VICE CHAIRMAN. The Vice Chairman, if such an officer be elected, shall,
if present, perform such other powers and duties as may be assigned to such
officer from time to time by the Chairman, if such an officer be elected, or by
the board of directors. If there is no Chairman, the Vice Chairman shall also
fulfill the duties of that position. If there is neither a Chairman nor a Chief
Executive Officer, the Vice Chairman shall also be the Chief Executive Officer
of the corporation and shall have the powers and duties prescribed in Section
4.9 of this Article 4.
4.9 THE CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as
may be given by the board of directors to the Chairman and/or the Vice Chairman,
if there be such either such officer, the Chief Executive Officer shall preside
at all meetings of the stockholders and in the absence of the Chairman, or, if
there be none, at all meetings of the board of directors, and shall be ex
officio a member and of all the standing committees, including the Executive
Committee. The President shall not preside over the valuation committee, nor
shall the president assert any influence over that committee operation. The
President 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 or she 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.
4.10 THE PRESIDENT. The President shall, in the event there be no Chief
Executive Officer or in the absence of the Chief Executive Officer or in the
event of his or her disability or refusal to act, perform the duties of the
Chief Executive Officer, and when so acting, shall have the powers of and
subject to all the restrictions upon the Chief Executive Officer. The President
shall perform such other duties and have such other powers as may from time to
time be prescribed for him or her by the board of directors, the Chairman, the
Vice Chairman, the Chief Executive Officer or these Bylaws.
4.11 THE VICE PRESIDENT. The Vice President (or in the event there be more than
one, the Vice Presidents in the order designated by the directors, or in the
absence of any designation, in the order of their election), shall, in the
absence of the President or in the event of his or her disability or refusal to
act, perform the duties of the President, and when so acting, shall have the
powers of and subject to all the restrictions upon the President. The Vice
President(s) shall perform such other duties and have such other powers as may
from time to time be prescribed for them by the board of directors, the
President, the Vice Chairman, the Chairman or these Bylaws.
4.12 THE SECRETARY. The Secretary shall attend all meetings of the board of
directors and the stockholders and record all votes and the proceedings of the
meetings in a book to be kept for that purpose and shall perform like duties for
the standing committees, when required. The Secretary shall give, or cause to be
<PAGE>
given, notice of all meetings of stockholders and special meetings of the board
of directors, and shall perform such other duties as may from time to time be
prescribed by the board of directors, the Chairman, the Vice Chairman or the
Chief Executive Officer, under whose supervision he or she shall act. The
Secretary shall have custody of the seal of the corporation, and the Secretary,
or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it, and, when so affixed, the seal may be attested by his
or her 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 thereof by his or her signature. The
Secretary shall keep, or cause to be kept, at the principal executive office or
at the office of the corporation's transfer agent or registrar, as determined by
resolution of the board of directors, a share register, or a duplicate share
register, showing the names of all stockholders and their addresses, the number
and classes of shares held by each, the number and date of certificates issued
for the same and the number and date of cancellation of every certificate
surrendered for cancellation.
4.13 THE ASSISTANT SECRETARY. The Assistant Secretary, or if there be more than
one, the Assistant Secretaries in the order designated by the board of directors
(or in the absence of any designation, in the order of their election) shall, in
the absence of the Secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as may from time to time be
prescribed by the board of directors.
4.14 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer (or Treasurer if
the chief financial and accounting officer has such title) 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 moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the board
of directors. The Chief Financial Officer 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 Chief Executive Officer and the
board of directors, at its regular meetings, or when the board of directors so
requires, an account of all his or her transactions as Chief Financial Officer
and of the financial condition of the corporation.
4.15 BOND. If required by the board of directors, any officer shall give the
corporation a bond in such sum and with such surety or sureties and upon such
terms and conditions as shall be satisfactory to the board of directors,
including without limitation a bond for the faithful performance of the duties
of such officer's office and for the restoration to the corporation of all
books, papers, vouchers, money and other property of whatever kind in such
officer's possession or under such officer's control and belonging to the
corporation
4.16 DELEGATION OF AUTHORITY. The board of directors may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.
<PAGE>
ARTICLE 5 INDEMNIFICATION
5.1 INDEMNIFICATION OF AGENTS. The corporation shall, to the maximum extent and
in the manner permitted by the General Corporation Law of Nevada, indemnify each
of its directors and officers against expenses (including attorneys' fees),
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding, arising by reason of the fact that such
person is or was an agent of the corporation. For purposes of this Section 5.1,
a "director" or "officer" of the corporation includes any person (i) who is or
was a director or officer of the corporation, (ii) who is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was a
director or officer of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.
5.2 INDEMNIFICATION OF OTHERS. The corporation shall have the power, to the
maximum extent and in the manner permitted by the General Corporation Law of
Nevada, to indemnify each of its employees and agents (other than directors and
officers) against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the corporation. For purposes of this Section 5.2, an "employee" or
"agent" of the corporation (other than a director or officer) includes any
person (i) who is or was an employee or agent of the corporation, (ii) who is or
was serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an employee or agent of a corporation which was a predecessor corporation of
the corporation or of another enterprise at the request of such predecessor
corporation.
5.3 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending any action
or proceeding for which indemnification is required pursuant to Section 5.1
hereof or for which indemnification is permitted pursuant to Section 5.2 hereof
following authorization thereof by the board of directors shall be paid by the
corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of the indemnified party to repay
such amount if it shall ultimately be determined that the indemnified party is
not entitled to be indemnified as authorized in this Article 5.
5.4 INDEMNITY NOT EXCLUSIVE. The indemnification provided by this Article 5
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office, to the
extent that such additional rights to indemnification are authorized in the
Certificate of Incorporation.
5.5 INSURANCE. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
<PAGE>
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against such liability under the provisions of the General
Corporation Law of Nevada.
5.6 CONFLICTS. No indemnification or advance shall be made under this Article 5,
except where such indemnification or advance is mandated by law or the order,
judgment or decree of any court of competent jurisdiction, in any circumstance
where it appears: (i) that it would be inconsistent with a provision of the
Certificate of Incorporation, these Bylaws, a resolution of the stockholders or
an agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or (ii)
that it would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
ARTICLE 6 CAPITAL STOCK
6.1 CERTIFICATES FOR SHARES. The shares of the corporation shall be represented
by certificates or shall be uncertificated. Certificates shall be signed by, or
in the name of the corporation by, the Chairman, the Vice Chairman, the Chief
Executive Officer, the President or a Vice President and by the Chief Financial
Officer, the Treasurer), the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.
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 such person were
such officer, transfer agent or registrar at the date of issue. Certificates may
be issued for partly paid shares and in such case upon the face or back of the
certificates issued to represent any such partly paid shares, the total amount
of the consideration to be paid therefore, and the amount paid thereon shall be
specified. Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required by the General Corporation
Law of the State of Nevada or 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. Any security of the Corporation,
including, among others, any certificate evidencing shares of the Common Shares
and Preferred Shares or warrants to purchase Common Shares and Preferred Shares
of the Corporation, which is issued to any person without registration under the
Securities Act of 1933, as amended, or the Blue Sky laws of any state, shall not
be transferable until the Corporation has been furnished with a legal opinion of
counsel with reference thereto, satisfactory in form and content to the
Corporation and its counsel, to the effect that such sale, transfer or
pledge does not involve a violation of the Securities Act of 1933, as
amended, or the Blue Sky laws of any state having jurisdiction. The
<PAGE>
certificate representing the security shall bear substantially the following
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE BLUE SKY LAWS OF ANY
STATE AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH OFFER, SALE OR
TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR ANY
APPLICABLE BLUE SKY LAWS. ANY OFFER, SALE OR TRANSFER OF THESE SECURITIES MAY
NOT BE MADE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE CORPORATION OR ITS
COUNSEL. "
6.2. CONSIDERATION. The consideration for the issuance of shares shall consist
of any tangible or intangible property or benefit to the Corporation, including,
but not limited to, cash, promissory notes, services performed, contracts for
services to be performed or other securities of the corporation. Before the
Corporation issues shares, the Board of Directors must determine that the
consideration received or to be received for the shares to be issued is
adequate. The judgment of the Board of Directors as to the adequacy of the
consideration received for the shares issued is conclusive in the absence of
actual fraud in the transaction. When the Corporation receives the consideration
for which the Board of Directors authorized the issuance of shares, the shares
issued therefore are fully paid and non-assessable. The Corporation may place
in escrow shares issued for a contract for future services or benefits or a
promissory note, or make any other arrangements to restrict the transfer of the
shares. The Corporation may credit distributions made for the shares against
their purchase price, until the services are performed, the benefits are
received or the promissory note is paid. If the services are not performed, the
benefits are not received or the promissory note is not paid, the shares
escrowed or restricted and the distributions credited may be canceled in whole
or in part.
6.3. PURCHASE PRICE. The Company may not grant the right to purchase or to
subscribe to its Common Stock at less Than Net Asset Value. A Business
Development Company may issue limited amounts of warrants, options and rights to
purchase its securities to its directors, officers and employees (and provide
loans to those persons for the exercise thereof) in connection with an executive
compensation plan, if certain conditions are met. These conditions include the
approval of:
1. A majority of the Company's voting securities.
2. A majority of the independent member of its Board of Directors,
3. A majority of the directors who have no financial interest in the
transaction.
The issuance of options warrants or rights to directors who are not also
officers or employees of the Company requires the prior approval of the
Securities and Exchange Commission. As defined in the 1940 Act, the term
"majority of the Company's outstanding voting securities" mean the vote of:
<PAGE>
1. 67% or more of the Company's Common Stock present at a meeting, if holders of
more that 50% of the outstanding Common Stock are present or represented by
proxy, or
2. More than 50% of the Company's outstanding Common Stock
Unless otherwise provided in the subscription agreement, subscriptions of
shares, whether made before or after organization of the Corporation, shall be
paid in full at such time or in such installments and at such times as shall be
determined by the Board of Directors for payment on subscriptions shall be
uniform as to all shares of the same series. In case of default in the payment
on any installment or call when payment is due, the Corporation may proceed to
collect the amount due in the same manner as any debt due to the Corporation.
6.4 SIGNATURES ON CERTIFICATES. Any or all of the signatures on a certificate
may be a facsimile. 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.
6.5 TRANSFER OF STOCK. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate of shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated share, such uncertificated shares shall be canceled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.
6.6 REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a percent registered on its books as the owner of shares, and 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 laws of
Nevada.
6.7 LOST, STOLEN OR DESTROYED CERTIFICATES. The board of directors may direct
that a new certificate or certificates be issued to replace any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing the 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 the lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require, and/or to 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, stolen or
destroyed.
<PAGE>
6.8 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 entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled 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 fifty (50) nor less than ten (10) days before the
date of such meeting, nor more than fifty (50) 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 record date for the adjourned
meeting.
6.9 REGISTERED STOCKHOLDERS. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, to vote as such owner, and to hold such person registered on
its books liable for calls and assessments as the owner of such shares, and
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 laws
of Nevada.
ARTICLE 7 CERTAIN TRANSACTIONS
7.1 TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board of directors or committee thereof which authorizes the
contract or transaction or solely because the vote or votes of such director or
officer are counted for such purpose, if: (a) the material facts as to such
person's relationship or interest and as to the contract or transaction are
disclosed or are known to the board of directors or the committee, and the board
of directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (b) the material
facts as to such person's relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (c) the contract or transaction is fair as to
the corporation as of the time it is authorized, approved or ratified, by the
board of directors, a committee thereof, or the stockholders.
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7.2 QUORUM. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee,
which authorizes the contract or transaction
ARTICLE 8 GENERAL PROVISIONS
8.1 ANNUAL STATEMENT. Not later than one hundred fifty (150) days after the
close of each full fiscal year of the Corporation, the Directors shall mail a
report of the business and operation of the Corporation during such fiscal year
to the stockholders, which report shall constitute the accounting of the
Directors for such fiscal year. The report (herein the "Annual Report") shall be
in such form and have such content as the Directors deem proper. The Annual
Report shall include a balance sheet and a statement of income and surplus of
the Corporation. Such financial statement shall be accompanied by the report of
an independent certified public accountant thereon. A manually signed copy of
the accountant's report shall be filed with the Directors.
8.2 DIVIDENDS. Dividends upon the capital stock of the corporation, subject to
any restrictions contained in the General Corporation Law of the State of Nevada
or the provisions of the Certificate of Incorporation, if any, may be declared
by the board of directors at any regular or special meeting. Dividends may be
paid in cash, in property or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.
8.3 DIVIDEND RESERVE. 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 meet 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.
8.4 CHECKS. All checks or demands for money and notes 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.
8.5 CONTRACTS. The Board of Directors may authorize any officer, 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.
8.6 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.
8.7 CORPORATE SEAL. The board of directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Nevada." The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced. The seal may be altered from time to time by the board of
directors.
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8.8 FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
8.9 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. The board of directors,
except as otherwise provided in these Bylaws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation; such authority may
be general or confined to specific instances. Unless so authorized or ratified
by the board of directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.
8.10 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chief Executive
Officer, the President or any Vice President or the Secretary or any Assistant
Secretary of this corporation is authorized to vote, represent and exercise on
behalf of this corporation all rights incident to any and all shares of any
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this
corporation any and all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers.
ARTICLE 9 AMENDMENTS
The board of directors is expressly empowered to adopt, amend or repeal these
Bylaws, provided, however, that any adoption, amendment or repeal of these
Bylaws by the board of directors shall require the approval of at least
sixty-six and two-thirds percent (66-2/3%) of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any resolution providing for adoption, amendment or
repeal is presented to the board). The stockholders shall also have power to
adopt, amend or repeal these Bylaws, provided, however, that in addition to any
vote of the holders of any class or series of stock of this corporation required
by law or by the Certificate of Incorporation of this corporation, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the then outstanding shares of the stock
of the corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required for such adoption,
amendment or repeal by the stockholders of any provisions of these Bylaws.
