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BYLAWS
OF
OFFICE MANAGERS, INC.
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TABLE OF CONTENTS
ARTICLE I OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 1.1 Office . . . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE II SHAREHOLDERS' MEETING. . . . . . . . . . . . . . . . . . . . .1
Section 2.1 Annual Meetings . . . . . . . . . . . . . . . . . . . . .1
Section 2.2 Special Meetings.. . . . . . . . . . . . . . . . . . . .2
Section 2.3 Notice of Shareholders' Meetings.. . . . . . . . . . . .2
Section 2.4 Waiver of Notice.. . . . . . . . . . . . . . . . . . . .3
Section 2.5 Place of Meeting.. . . . . . . . . . . . . . . . . . . .3
Section 2.6 Closing of Transfer Books or Fixing Records Date.. . . .3
Section 2.7 Quorum of Shareholders.. . . . . . . . . . . . . . . . .4
Section 2.8 Voting Lists.. . . . . . . . . . . . . . . . . . . . . .5
Section 2.9 Voting.. . . . . . . . . . . . . . . . . . . . . . . . .5
Section 2.10 Proxies.. . . . . . . . . . . . . . . . . . . . . . . .5
Section 2.11 Informal Action by Shareholders.. . . . . . . . . . . .6
ARTICLE III BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . .6
Section 3.1 General Powers.. . . . . . . . . . . . . . . . . . . . .6
Section 3.2 Number, Tenure and Qualifications. . . . . . . . . . . .6
Section 3.3 Election of the Board of Directors.. . . . . . . . . . .6
Section 3.4 Regular Meetings.. . . . . . . . . . . . . . . . . . . .6
Section 3.5 Special Meeting. . . . . . . . . . . . . . . . . . . . .7
Section 3.6 Waiver of Notice.. . . . . . . . . . . . . . . . . . . .7
Section 3.7 Quorum.. . . . . . . . . . . . . . . . . . . . . . . . .7
Section 3.8 Manner of Acting.. . . . . . . . . . . . . . . . . . . .8
Section 3.9 Powers of Directors. . . . . . . . . . . . . . . . . . .8
Section 3.10 Specific Powers of Directors. . . . . . . . . . . . . .8
Section 3.11 Vacancies.. . . . . . . . . . . . . . . . . . . . . . 10
Section 3.12 Removals. . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.13 Resignations. . . . . . . . . . . . . . . . . . . . . 11
Section 3.14 Presumption of Assent.. . . . . . . . . . . . . . . . 11
Section 3.15 Compensation. . . . . . . . . . . . . . . . . . . . . 11
Section 3.16 Emergency Power.. . . . . . . . . . . . . . . . . . . 12
Section 3.17 Chairman. . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IV OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.1 Number.. . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.2 Election and Term of Office. . . . . . . . . . . . . . 12
Section 4.3 Resignation. . . . . . . . . . . . . . . . . . . . . . 13
Section 4.4 Removal. . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.5 Vacancies.. . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.6 President. . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.7 Vice President.. . . . . . . . . . . . . . . . . . . . 14
Section 4.8 Secretary. . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.9 Treasurer. . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.10 General Manager.. . . . . . . . . . . . . . . . . . . 15
Section 4.11 Other Officers. . . . . . . . . . . . . . . . . . . . 16
Section 4.12 Salaries. . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.13 Surety Bonds. . . . . . . . . . . . . . . . . . . . . 16
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ARTICLE V COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 5.1 Executive Committee. . . . . . . . . . . . . . . . . . 16
Section 5.2 Other Committees.. . . . . . . . . . . . . . . . . . . 17
ARTICLE VI CONTRACTS, LOANS, DEPOSITS AND CHECKS. . . . . . . . . . . . 17
Section 6.1 Contracts. . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.2 Loans. . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.3 Deposits.. . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.4 Checks and Drafts. . . . . . . . . . . . . . . . . . . 18
Section 6.5 Bonds and Debentures.. . . . . . . . . . . . . . . . . 18
ARTICLE VII CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7.1 Certificate of Shares. . . . . . . . . . . . . . . . . 19
Section 7.2 Transfer of Shares.. . . . . . . . . . . . . . . . . . 19
Section 7.3 Transfer Agent and Registrar.. . . . . . . . . . . . . 20
Section 7.4 Lost or Destroyed Certificates.. . . . . . . . . . . . 20
Section 7.5 Consideration for Shares.. . . . . . . . . . . . . . . 20
Section 7.6 Registered Shareholders. . . . . . . . . . . . . . . . 20
ARTICLE VIII INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . 21
Section 8.1 Indemnification. . . . . . . . . . . . . . . . . . . . 21
Section 8.2 Other Indemnification. . . . . . . . . . . . . . . . . 21
Section 8.3 Insurance. . . . . . . . . . . . . . . . . . . . . . . 22
Section 8.4 Settlement by Corporation. . . . . . . . . . . . . . . 22
ARTICLE IX AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE X FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE XI DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE XII CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . . 23
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BYLAWS
OF
OFFICE MANAGERS, INC.
ARTICLE I
OFFICE
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Section 1.1 Office The principal office of the Corporation outside
the State of Nevada shall be located at 136 East South Temple, Suite 1600,
Salt Lake City, Utah 84111. The Corporation may maintain such other
offices, within or without the State of Nevada, as the Board of Directors
may from time to time designate. The location of the principal office may
be changed by the Board of Directors.
ARTICLE II
SHAREHOLDERS' MEETING
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Section 2.1 Annual Meetings The annual meeting of the shareholders of
the Corporation shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these Bylaws. The meeting
shall be held on the 1st day of November of each year beginning with the
year 2000 at 10:00 a.m. If such day is a legal holiday, the meeting shall
be on the next business day. This meeting shall be for the election of
directors and for the transaction of such other business as may properly
come before it.
No change of the time or place of a meeting for the election of
directors, as fixed by the Bylaws, shall be made within sixty (60) days
before the election is to be held. In case of any change in such time or
place for such election of directors, notice thereof shall be given to each
stockholder entitled to vote, in person, or by letter mailed to his last
known post office address as shown on the Corporate books, ten (10) days
before the election is held.
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In the event that such annual meeting is omitted by oversight or
otherwise on the date herein provided for, the directors shall cause a
meeting in lieu thereof to be held as soon thereafter as conveniently may
be called, and any business transacted or elections held at such meeting
shall be as valid as if transacted or held at the annual meeting. If the
election of directors shall not be held on the date designated herein for
an annual meeting of shareholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of
shareholders as soon thereafter as may conveniently be called. Such
subsequent meetings shall be called in the same manner as is provided for
the annual meeting of shareholders.
Section 2.2 Special Meetings. Special meetings of shareholders,
other than those regulated by statute, may be called at any time by the
President, or by a majority of the directors, and must be called by the
President upon written request of the holders of not less than 10% of the
issued and outstanding shares entitled to vote at such special meeting.
Section 2.3 Notice of Shareholders' Meetings. The President, Vice
President and Secretary shall give 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, which shall be delivered not
less then ten nor more than sixty days before the day of the meeting,
either personally or by mail to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at
his address as it appears on the books of the Corporation, with postage
thereon prepaid.
Any meeting of which all shareholders shall at any time waive or have
waived notice in writing shall be a legal meeting for the transaction of
business notwithstanding that notice has not been given as hereinbefore
provided.
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Section 2.4 Waiver of Notice. Whenever any notice is required to be
given by these Bylaws, or the Articles of Incorporation, or by any of the
Corporation Laws of the State of Nevada, a shareholder may waive the notice
of meeting by attendance, either in person or by proxy, at the meeting, or
by so stating in writing, either before or after such meeting. Attendance
at a meeting for the express purpose of objecting that the meeting was not
lawfully called or convened shall not, however, constitute a waiver of
notice.
Section 2.5 Place of Meeting. The Board of Directors may designate
any place, either within or without the State of Nevada, as the place of
meeting for any annual meeting or for any special meeting called by the
Board of Directors. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the office of the
Corporation, in the City of Marina Del Rey, California.
Section 2.6 Closing of Transfer Books or Fixing Records Date. For
the purpose of determining shareholders entitled to notice or to vote at
any meeting of shareholders or any adjournment thereof, or shareholder
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 be
closed for a period not to exceed in any case fifty (50) days. If the
stock transfer books shall be closed for the purpose of determining
shareholders, such books shall be closed for at least ten (10) days
immediately preceding the date determined to be the date of record. 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 sixty (60) days and
in case of a meeting of shareholders not less than ten (10) 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
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and no record date is fixed for the determination of shareholders entitled
to notice or to vote at a meeting of shareholders or shareholders entitled
to receive payment of a dividend, the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be deemed the record 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.
Section 2.7 Quorum of Shareholders. Except as herein provided and as
otherwise provided by law, at any meeting of shareholders a majority in
interest of all the shares issued and outstanding represented by
shareholders of record in person or by proxy shall constitute a quorum, but
a less interest may adjourn any meeting and the meeting may be held as
adjourned without further notice; provided, however, that directors shall
not be elected at the meeting so adjourned.
If notice of such adjourned meeting is sent to the stockholders
entitled to receive the same, such notice also containing a statement for
the purpose of the meeting and that the previous meeting failed for lack of
a quorum, and that under the provisions of this Section it is proposed to
hold the adjourned meeting with a quorum of those present, then any number
of stockholders, in person or by proxy, shall constitute a quorum at such
meeting unless otherwise provided by statute. When a quorum is present at
any meeting, a majority in interest of the shares represented thereat shall
decide any question brought before such meeting, unless the question is one
upon which the express provision of law or of the Articles of Incorporation
or of these Bylaws a larger or different vote is required, in which case
such express provision shall govern and control the decision of such
question.
Section 2.8 Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete
list of the shareholders entitled to vote at such meeting or any
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adjournment thereof, arranged in alphabetical order, with the address of
and the number of shares held by each, which list shall be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder, for any purpose germane to the meeting,
during the whole time of the meeting. The original stock transfer books
shall be prima-facie evidence as to which shareholders are entitled to
examine such list or transfer books or to vote at any meeting of
shareholders.
Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting of the
shareholders.
Section 2.9 Voting. A holder of an outstanding share entitled to
vote at a meeting may vote at such meeting in person or by proxy. Except
as may otherwise be provided in the Articles of Incorporation, every
shareholder shall be entitled to one vote for each share outstanding in his
name on the record of shareholders. Except as herein or in the Articles of
Incorporation otherwise provided, all corporate action shall be determined
by a majority of the votes cast at a meeting of shareholders by the holders
of shares entitled to vote thereon.
Section 2.10 Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney in fact. Such proxy shall 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.
Section 2.11 Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting of the
shareholders, if a consent in writing, setting forth the action so taken,
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shall be signed by all of the shareholders entitled to vote with respect to
the subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
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Section 3.1 General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors. The Board of
Directors may adopt such rules and regulations for the conduct of their
meetings and the management of the Corporation as they deem proper.
Section 3.2 Number, Tenure and Qualifications. The number of
directors for the Board of Directors of the Corporation shall be not less
than two (2) nor more than seven (7). Each director shall hold office
until the next annual meeting of the shareholders and until his successor
shall have been elected and qualified. Directors need not be residents of
the State of Nevada or shareholders of the Corporation.
Section 3.3 Election of the Board of Directors. The Board of
Directors shall be chosen by ballot at the annual meeting of shareholders
or at any meeting held in place thereof as provided by law.
Section 3.4 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than by this Bylaw,
immediately following and at the same place as the annual meeting of the
shareholders. The Directors may hold their meetings and have one or more
offices, and keep the books of the corporation outside the State of Nevada,
at any office or offices of the Corporation or at any other place as they
may from time to time by resolution determine.
Members of the Board of Directors may participate in a meeting of the
Board by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other and
participation in a meeting under this subsection shall constitute presence
in person at the meeting, pursuant to Nevada Revised Statute, Section
78.315.
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Section 3.5 Special Meeting. Special meetings of the Board of
Directors may be called by order of the Chairman of the Board, the
President or by one-third of the directors. The Secretary shall give
notice of the time, place and purpose or purposes of each special meeting
by mailing the same at least two days before the meeting or by telephoning
or telegraphing the same at least one day before the meeting to each
director.
Section 3.6 Waiver of Notice. Whenever any notice whatsoever is
required to be given by these Bylaws, or the Articles of Incorporation of
the Corporation, or by any of the Corporation Laws of the State of Nevada,
a director may waive the notice of meeting by attendance in person at the
meeting, or by so stating in writing, either before or after such meeting.
Attendance at a meeting for the express purpose of objecting that the
meeting was not lawfully called or convened shall not, however, constitute
a waiver of notice.
Section 3.7 Quorum. A majority of the members of the Board of
Directors shall constitute a quorum for the transaction of business, but
less than a quorum may adjourn any meeting from time to time until a quorum
shall be present, whereupon the meeting may be held, as adjourned, without
further notice. At any meeting at which every director shall be present,
even though without any notice, any business may be transacted.
Section 3.8 Manner of Acting. At all meetings of the Board of
Directors, each director shall have one vote. The act of a majority
present at a meeting shall be the act of the Board of Directors, provided a
quorum is present. Any action required to be taken or which may be taken
at a meeting of the Board of Directors, may be taken without a meeting of
the Directors, if a consent in writing setting forth the action so taken
shall be signed by all the directors. The directors may conduct a meeting
by means of a conference telephone or any similar communication equipment
by which all persons participating in the meeting can hear each other.
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Section 3.9 Powers of Directors. The Board of Directors shall have
the responsibility for the entire management of the business of the
Corporation. In the management and control of the property, business and
affairs of the Corporation, the Board of Directors is hereby vested with
all of the powers possessed by the Corporation itself so far as this
delegation of authority is not inconsistent with the laws of the State of
Nevada and with the Articles of Incorporation or with these Bylaws. The
Board of Directors shall have the power to determine what constitutes net
earnings, profits and surplus, respectively, and what amounts shall be
reserved for working capital and for any other purpose and what amounts
shall be declared as dividends, and such determination by the Board of
Directors shall be final and conclusive.
Section 3.10 Specific Powers of Directors. Without prejudice to such
general powers, it is hereby expressly declared that the directors shall
have the following powers to-wit:
(1) To adopt and alter a common seal of the corporation.
(2) To make and change regulations, not inconsistent with these By-
Laws, for the management of the corporation's affairs and
business.
(3) To purchase or otherwise acquire for the corporation any
property, rights or privileges which the corporation is
authorized to acquire.
(4) To pay for any property purchased for the corporation either
wholly or partly in money, stock, bonds, debentures or other
securities of the corporation.
(5) To borrow money and to make and issue notes, bonds, and other
negotiable and transferable instruments, mortgages, deeds of
trust and trust agreements, and to do every act and thing
necessary to effectuate the same.
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(6) To remove any officer for cause, or any officer other than the
President summarily without cause, and in their discretion, from
time to time, to develop the powers and duties of any officer
upon any other person for the time being.
(7) To appoint and remove or suspend such subordinate officers,
agents or factors as they may deem necessary and to determine
their duties and fix, and from time to time change their salaries
or remuneration, and to require security as and when they think
fit.
(8) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers, agents and
factors.
(9) To determine who shall be authorized on the corporation's behalf
to make and sign bills, notes, acceptances, endorsements, checks,
releases, receipts, contracts and other instruments.
(10) To determine who shall be entitled to vote in the name and behalf
of the corporation, or to assign and transfer, any shares of
stock, bonds, or other securities of other corporations held by
this corporation.
(11) To delegate any of the powers of the Board in relation to the
ordinary business of the corporation to any standing or special
committee, or to any officer or agent (with power to sub-
delegate), upon such terms as they think fit.
(12) To call special meetings of the stockholders for any purpose or
purposes.
(13) The directors shall have the right and the power to propose any
amendment to the By-Laws of this corporation at any meeting
whether called for that purpose or not and to submit to the next
regular meeting of directors said proposal or amendment to the
By-Laws of this corporation.
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Section 3.11 Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation or removal of any director,
or if the authorized number of directors be increased, or if the
shareholders fail at any meeting of shareholders at which any director is
to be elected, to elect the full authorized number to be elected at that
meeting.
Any vacancy occurring in the Board of Directors may be filled by an
affirmative vote of the majority of the remaining directors though less
than a quorum of the Board of Directors, unless otherwise provided by law
or the Articles of Incorporation. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of
directors shall be filled by election at the annual meeting or at a special
meeting of shareholders called for that purpose.
Section 3.12 Removals. Directors may be removed at any time, at a
meeting called expressly for that purpose by a vote of the shareholders
holding a majority of the shares issued and outstanding and entitled to
vote. Such vacancy shall be filled by the directors then in office, though
less than a quorum, to hold office until the next annual meeting or until
his successor is duly elected and qualified, except that any directorship
to be filled by reason of removal by the shareholders may be filled by
election, by the shareholders, at the meeting at which the director is
removed. No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of
office.
Section 3.13 Resignations. A director may resign at any time by
delivering written notification thereof to the President or Secretary of
the Corporation. Such resignation shall become effective upon its
acceptance by the Board of Directors; provided, however, that if the Board
of Directors has not acted thereon within ten days from the date of its
delivery, the resignation shall upon the tenth day be deemed accepted.
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Section 3.14 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 his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary
of the Corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of such
action.
Section 3.15 Compensation. By resolution of the Board of Directors,
the directors shall be paid their expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a fixed sum 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 therefor.
Section 3.16 Emergency Power. When, due to a national disaster or
death, a majority of the directors are incapacitated or otherwise unable to
attend the meetings and function as directors, the remaining members of the
Board of Directors shall have all the powers necessary to function as a
complete Board and, for the purpose of doing business and filling
vacancies, shall constitute a quorum until such time as all directors can
attend or vacancies can be filled pursuant to these Bylaws.
Section 3.17 Chairman. The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all meetings of the
Board of Directors, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors.
ARTICLE IV
OFFICERS
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Section 4.1 Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer, each
of whom shall be elected by a majority of 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. In its discretion, the
Board of Directors may leave unfilled for any such period as it may
determine any office except those of President and Secretary. Pursuant to
Nevada Revised Statute, Section 78.130 any two or more offices may be held
by the same person, including the offices of the President and Secretary.
Officers may or may not be directors or shareholders of the Corporation.
Section 4.2 Election and Term of Office. The officers of the
Corporation are to be elected by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient.
Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
Section 4.3 Resignation. Any officer may resign at any time by
delivering a written resignation either to the President or to the
Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery.
Section 4.4 Removal. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights. Any such removal shall require a majority vote of the
Board of Directors, exclusive of the officer in question if he is also a
director.
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Section 4.5 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office
shall be created, may be filled by the Board of Directors for the unexpired
portion of the term.
Section 4.6 President. The President shall be the chief executive
and administrative officer of the Corporation. He shall preside at all
meetings of the shareholders and, in the absence of the Chairman of the
Board, at meetings of the Board of Directors. He shall exercise such
duties as customarily pertain to the office of President and shall have
general and active supervision over the property, business and affairs of
the Corporation and over its several officers. He may appoint officers,
agents or employees other than those appointed by the Board of Directors.
He may sign, execute and deliver in the name of the Corporation, powers of
attorney, certificates of stock, contracts, bonds, deeds, mortgages and
other obligations and shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.
Section 4.7 Vice President. The Vice President shall have such
powers and perform such duties as may be assigned to him by the Board of
Directors or the President. In the absence or disability of the President,
the Vice President designated by the board or the President shall perform
the duties and exercise the powers of the President. In the event there is
more than one Vice President and the Board of Directors has not designated
which Vice President is to act as President, then the Vice President who
was elected first shall act as President. A Vice President may sign and
execute contracts and other obligations pertaining to the regular course of
his duties.
Section 4.8 Secretary. The Secretary shall keep the minutes of all
meetings of the shareholders and of the Board of Directors and to the
extent ordered by the Board of Directors or the President, the minutes of
meetings of all committees. He shall cause notice to be given of the
meetings of shareholders, of the Board of Directors and any committee
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appointed by the Board. He shall have custody of the corporate seal and
general charge of the records, documents and papers of the Corporation not
pertaining to the performance of the duties vested in other officers, which
shall at all reasonable times be open to the examination of any director.
He may sign or execute contracts with the President or Vice President
thereunto authorized in the name of the Corporation and affix the seal of
the Corporation thereto. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
He shall be sworn to the faithful discharge of his duties. Assistant
Secretaries shall assist the Secretary and shall keep and record such
minutes of meetings as shall be directed by the Board of Directors.
Section 4.9 Treasurer. The Treasurer shall have general custody of
the collection and disbursement of funds of the Corporation for collection
checks, notes, and other obligations, and shall deposit the same to the
credit of the Corporation in such bank or banks or depositories as the
Board of Directors may designate. He may sign, with the President, or such
other persons as may be designated for the purpose by the Board of
Directors, all bills of exchange or promissory notes of the Corporation.
He shall enter or cause to be entered regularly in the books of the
Corporation full and accurate accounts of all monies received and paid by
him on account of the Corporation; shall at all reasonable times exhibit
his books and accounts to any director of the Corporation upon application
at the office of the Corporation during business hours; and, whenever
required by the Board of Directors or the President, shall render a
statement of his accounts. Upon request by the Board of Directors, he
shall give the corporation a bond for the faithful discharge of his duties
in such amount and with such surety as the Board shall prescribe. He shall
perform such other duties as may be prescribed from time to time by the
Board of Directors or by the Bylaws.
Section 4.10 General Manager. The Board of Directors may employ and
appoint a General Manager who may, or may not, be one of the officers or
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directors of the Corporation. If employed by the Board of Directors he
shall be the chief operating officer of the Corporation and, subject to the
directions of the Board of Direction, shall have general charge of the
business operations of the Corporation and general supervision over its
employees and agents. He shall have the exclusive management of the
business of the Corporation and of all of its dealings, but at all times
subject to the control of the Board of Directors. Subject to the approval
of the Board of Directors or the executive committee, he shall employ all
employees of the Corporation, or delegate such employment to subordinate
officers, or such division officers, or such division chiefs, and shall
have authority to discharge any person so employed. He shall make a
quarterly report to the President and directors, or more often if required
to do so, setting forth the result of the operations under his charge,
together with suggestions looking to the improvement and betterment of the
condition of the Corporation, and to perform such other duties as the Board
of Directors shall require.
Section 4.11 Other Officers. Other officers shall perform such
duties and have such powers as may be assigned to them by the Board of
Directors.
Section 4.12 Salaries. The salaries or other compensation of the
officers of the Corporation shall be fixed from time to time by the Board
of Directors except that the Board of Directors may delegate to any person
or group of persons the power to fix the salaries or other compensation of
any subordinate officers or agents. No officer shall be prevented from
receiving any such salary or compensation by reason of the fact that he is
also a director of the Corporation.
Section 4.13 Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sums and with sureties as the Board of Directors
may direct, conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the accounting
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for all property, monies or securities of the Corporation which may come
into his hands.
ARTICLE V
COMMITTEES
------------
Section 5.1 Executive Committee. The Board of Directors may appoint
from among its members an Executive Committee of not less than two (2) nor
more than seven (7) members, one of whom shall be the President, and shall
designate one or more of its members as alternates to serve as a member or
members of the Executive Committee in the absence of a regular member or
members. The Board of Directors reserves to itself alone the power to
declare dividends, issue stock, recommend to shareholders any action
requiring their approval, change the membership of any committee at any
time, fill vacancies therein, and discharge any committee either with or
without cause at any time. Subject to the foregoing limitations, the
Executive Committee shall possess and exercise all other powers of the
Board of Directors during the intervals between meetings.
Section 5.2 Other Committees. The Board of Directors may also
appoint from among its own members such other committees as the Board may
determine, which shall in each case consist of not less than two directors,
and which shall have such powers and duties as shall from time to time be
prescribed by the Board. The President shall be a member ex officio of
each committee appointed by the Board of Directors. A majority of the
members of any committee may fix its rules of procedure.
ARTICLE VI
CONTRACTS, LOANS, DEPOSITS AND CHECKS
---------------------------------------
Section 6.1 Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific instances.
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Section 6.2 Loans. No loan or advances shall be contracted on behalf
of the Corporation, no negotiable paper or other evidence of its
obligations under any loan or advance shall be issued in its name, and no
property of the Corporation shall be mortgaged, pledged, hypothecated or
transferred as security for the payment of any loan, advance, indebtedness
or liability of the Corporation unless and except as authorized by the
Board of Directors. Any such authorization may be general or confined to
specific instances.
Section 6.3 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, or as may be selected by any officer or
agent authorized to do so by the Board of Directors.
Section 6.4 Checks and Drafts. All notes, drafts, acceptances,
checks, endorsements and evidences of indebtedness of the Corporation shall
be signed by such officer or officers of such agent or agents of the
Corporation and in such manner as the Board of Directors from time to time
may determine. Endorsements for deposit to the credit of the Corporation
in any of its duly authorized depositories shall be made in such manner as
the Board of Directors from time to time may determine.
Section 6.5 Bonds and Debentures. Every bond or debenture issued by
the Corporation shall be evidenced by an appropriate instrument which shall
be signed by the President or a Vice President and by the Treasurer or by
the Secretary, and sealed with the seal of the Corporation. The seal may
be facsimile, engraved or printed. Where such bond or debenture is
authenticated with the manual signature of an authorized officer of the
Corporation or other trustee designated by the indenture of trust or other
agreement under which such security is issued, the signature of any of the
Corporation's officers named thereon may be facsimile. In case of any
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officer who signed, or whose facsimile signature has been used on any such
bond or debenture, shall cease to be an officer of the Corporation for any
reason before the same has been delivered by the Corporation, such bond or
debenture may nevertheless be adopted by the Corporation and issued and
delivered as though the person who signed it or whose facsimile signature
has been used thereon had not ceased to be such officer.
ARTICLE VII
CAPITAL STOCK
----------------
Section 7.1 Certificate of Shares. The shares of the Corporation
shall be represented by certificates prepared by the Board of Directors and
signed by the President or the Vice President, and by the Secretary, or an
Assistant Secretary, or the Treasurer, and sealed with the seal of the
Corporation or a facsimile. The signatures of such officers upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation
itself or one of its employees. 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 date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation
for transfer shall be cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall have been
surrendered and cancelled, 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.
Section 7.2 Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his legal representative,
who shall furnish proper evidence of authority to transfer, or by his
attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the Corporation, and on surrender for cancellation of
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the certificate for such shares. The person in whose name shares stand on
the books of the Corporation shall be deemed by the Corporation to be the
owner thereof for all purposes.
Section 7.3 Transfer Agent and Registrar. The Board of Directors
shall have power to appoint one or more transfer agents and registrars for
the transfer and registration of certificates of stock of any class, and
may require that stock certificates shall be countersigned and registered
by one or more of such transfer agents and registrars.
Section 7.4 Lost or Destroyed Certificates. The Corporation may
issue a new certificate to replace any certificate theretofore issued by it
alleged to have been lost or destroyed. The Board of Directors may require
the owner of such a certificate or his legal representatives to give the
Corporation a bond in such sum and with such sureties as the Board of
Directors may direct to indemnify the Corporation and its transfer agents
and registrars, if any, against claims that may be made on account of the
issuance of such new certificates. A new certificate may be issued without
requiring any bond.
Section 7.5 Consideration for Shares. The capital stock of the
Corporation shall be issued for such consideration, but not less than the
par value thereof, as shall be fixed from time to time by the Board of
Directors. In the absence of fraud, the determination of the Board of
Directors as to the value of any property or services received in full or
partial payment of shares shall be conclusive.
Section 7.6 Registered Shareholders. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as
the holder thereof in fact, and shall not be bound to recognize any
equitable or other claim to or on behalf of the Corporation, any and all of
the rights and powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and deliver proxies
and consents on behalf of the Corporation in connection with the exercise
by the Corporation of the rights and powers incident to the ownership of
such stock. The Board of Directors, from time to time may confer like
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powers upon any other person or persons.
ARTICLE VIII
INDEMNIFICATION
-----------------
Section 8.1 Indemnification. No officer or director shall be
personally liable for any obligations arising out of any acts or conduct of
said officer or director performed for or on behalf of the Corporation.
The Corporation shall and does hereby indemnify and hold harmless each
person and his heirs and administrators who shall serve at any time
hereafter as a director or officer of the Corporation from and against any
and all claims, judgments and liabilities to which such persons shall
become subject by reason of any action alleged to have been heretofore or
hereafter taken or omitted to have been taken by him as such director or
officer, and shall reimburse each such person for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability; including power to defend such person from all suits as
provided, however, that no such person shall be indemnified against, or be
reimbursed for, any expense incurred in connection with any claim or
liability arising out of his own negligence or willful misconduct. The
rights accruing to any person under the foregoing provisions of this
section shall not exclude any other rights to which he may lawfully be
entitled, nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its
directors, officers, employees and agents shall be fully protected in
taking any action or making any payment or in refusing so to do in reliance
upon the advice of counsel.
Section 8.2 Other Indemnification. The indemnification herein
provided 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
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his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 8.3 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer or
employee of the Corporation, or is or was serving at the request of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any liability in
any capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against liability under
the provisions of this Article 8 or the laws of the State of Nevada.
Section 8.4 Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the Corporation by its
Board of Directors, in lieu of such indemnity, to settle any such claim,
action, suit or proceeding at the expense of the Corporation by the payment
of the amount of such settlement and the costs and expenses incurred in
connection therewith.
ARTICLE IX
AMENDMENTS
-----------
These Bylaws may be altered, amended, repealed, or added to by the
affirmative vote of the holders of a majority of the shares entitled to
vote in the election of any director at an annual meeting or at a special
meeting called for that purpose, provided that a written notice shall have
been sent to each shareholder of record entitled to vote at such meetings
at least ten (10) days before the date of such annual or special meetings,
which notice shall state the alterations, amendments, additions, or changes
which are proposed to be made in such Bylaws. Only such changes shall be
made as have been specified in the notice. The Bylaws may also be altered,
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amended, repealed, or new Bylaws adopted by a majority of the entire Board
of Directors at any regular or special meeting. Any Bylaws adopted by the
Board may be altered, amended, or repealed by a majority of the
shareholders entitled to vote.
ARTICLE X
FISCAL YEAR
-------------
The fiscal year of the Corporation shall be December 31 and may be
varied by resolution of the Board of Directors.
ARTICLE XI
DIVIDENDS
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The Board of Directors may at any regular or special meeting, as they
deem advisable, declare dividends payable out of the unreserved and
unrestricted earned surplus of the corporation, such declaration shall be
made in accord with Nevada Revised Statutes Section 78.288 thru 78.300.
ARTICLE XII
CORPORATE SEAL
----------------
The corporate seal may be used by causing it or a facsimile thereof
to be impressed affixed or reproduced or otherwise.
Adopted by resolution of the Board of Directors this ______ day of
September, 2000.
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President
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