BYLAWS
OF
LARSON-DAVIS INCORPORATED
A NEVADA CORPORATION
BYLAWS
OF
LARSON-DAVIS INCORPORATED
ARTICLE I
OFFICES
Section 1.01 Principal Office. The principal office shall be in the
city of Provo, Utah County, Utah.
Section 1.02 Locations of Offices. The corporation may also have
offices at such other places both within and without the state of Nevada as the
board of directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
STOCKHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the stockholders
shall be held within 180 days after the end of the corporation's fiscal year at
such time as is designated by the board of directors and as is provided for in
the notice of the meeting. If the election of directors shall not be held on
the day designated herein for the annual meeting of the stockholders or at any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the stockholders as soon thereafter as may be
convenient.
Section 2.02 Special Meetings. Special meetings of the stockholders
may be called at any time in the manner provided in the articles of
incorporation. At any special meeting of the stockholders, only such business
shall be conducted as shall have been stated in the notice of such special
meeting.
Section 2.03 Place of Meetings. The board of directors may designate
any place, either within or without the state of incorporation, as the place of
meeting for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no designation
is made, the place of meeting shall be at the principal office of the
corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary,
if any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the stockholders (whether annual or special), to be mailed at least
10 but not more than 60 days prior to the meeting, to each stockholder of record
entitled to vote.
Section 2.05 Waiver of Notice. Any stockholder may waive notice of any
meeting of stockholders (however called or noticed, whether or not called or
noticed, and whether before, during, or after the meeting) by signing a written
waiver of notice or a consent to the holding of such meeting or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of notice regardless of whether a waiver,
consent, or approval is signed or any objections are made, unless attendance is
solely for the purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. All such waivers, consents, or approvals shall be made a part of the
minutes of the meeting.
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Section 2.06 Fixing Record Date. For the purpose of determining (i)
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; (ii) stockholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or entitled to exercise any
rights in respect to any change, conversion, or exchange of stock; or (iii)
stockholders of the corporation for any other lawful purpose, the board of
directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than 60 days
and, in case of a meeting of stockholders, not less than 10 days prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting, the day preceding
the date on which notice of the meeting is mailed shall be the record date. For
any other purpose, the record date shall be the close of business on the date on
which the resolution of the board of directors pertaining thereto is adopted.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof. Failure to comply with this section shall not
affect the validity of any action taken at a meeting of stockholders.
Section 2.07 Voting Lists. The officers of the corporation shall cause
to be prepared from the stock ledger at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, 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 days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the principal
executive office of the corporation. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present. The original stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section, or the books of the corporation, or
to vote in person or by proxy at any meeting of stockholders.
Section 2.08 Quorum. Stock representing a majority of the voting power
of all outstanding stock of the corporation entitled to vote, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the articles of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
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. At
such reconvened 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 the adjournment is for more than 30 days or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 2.09 Vote Required. When a quorum is present at any meeting,
any matter properly brought before such meeting shall be approved by the
shareholders if a majority of the votes cast are in favor of such matter, unless
the question is one on which by express provision of the statutes of the state
of Nevada or of the articles of incorporation a different vote is required, in
which case such express provision shall govern and control the decision of such
question.
Section 2.10 Voting of Stock. Unless otherwise provided in the
articles of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, subject to the
modification of such voting rights of any class or classes of the corporation's
capital stock by the articles of incorporation.
Section 2.11 Proxies. At each meeting of the stockholders, each
stockholder entitled to vote shall be entitled to vote in person or by proxy;
provided, however, that the right to vote by proxy shall exist only in case the
instrument authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such stock, as the case may be, as shown on
the stock ledger of the corporation or by his attorney thereunto duly authorized
in writing. Such instrument authorizing a proxy to act shall be delivered at
the beginning of such meeting to the secretary of the corporation or to such
other officer or person who may, in the absence of the secretary, be acting as
secretary of the meeting. In the event that any such instrument shall designate
two or more persons to act as proxy, a majority of such persons present at the
meeting, or if only one be present, that one shall (unless the instrument shall
otherwise provide) have all of the powers conferred by the instrument on all
persons so designated. Persons holding stock in a fiduciary capacity shall be
entitled to vote the stock so held, and the persons whose shares are pledged
shall be entitled to vote, unless the transfer by the pledgor in the books and
records of the corporation shall have expressly empowered the pledgee to vote
thereon, in which case the pledgee, or his proxy, may represent such stock and
vote thereon. No proxy shall be voted or acted on after six months from its
date, unless the proxy is coupled with an interest, or unless the proxy provides
for a longer period not to exceed seven years.
Section 2.12 Nomination of Directors. Only persons who are nominated
in accordance with the procedures set forth in this section shall be eligible
for election as directors. Nominations of persons for election to the board of
directors of the corporation may be made at a meeting of stockholders at which
directors are to be elected only (a) by or at the direction of the board of
directors or (b) by any stockholder of the corporation entitled to vote for the
election of directors at a meeting who complies with the notice procedures set
forth in this section. Such nominations, other than those made by or at the
direction of the board of directors, shall be made by timely notice in writing
to the secretary of the corporation. To be timely, a stockholder's notice must
be delivered or mailed to and received at the principal executive offices of the
corporation not less than 30 days prior to the date of the meeting; provided, in
the event that less than 40 days' notice of the date of the meeting is given or
made to stockholders, to be timely, a stockholder's notice must be so received
not later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed. Such stockholder's notice
shall set forth (a) as to each person whom such stockholder proposes to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to regulation 14A
under the Securities Exchange Act of 1934, as amended (including each such
person's written consent to serve as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address of such stockholder as it
appears on the corporation's books, and (ii) the class and number of shares of
the corporation's capital stock that are beneficially owned by such stockholder.
At the request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the provisions of this section. The officer of the corporation or other person
presiding at the meeting shall, if the facts so warrant, determine and declare
to the meeting that a nomination was not made in accordance with such
provisions, and if such officer should so determine, such officer shall so
declare to the meeting, and the defective nomination shall be disregarded.
Section 2.13 Inspectors of Election. There shall be appointed at least
one inspector of the vote for each stockholders' meeting. Such inspector(s)
shall first take and subscribe an oath or affirmation faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of their ability. Unless appointed in advance of any such meeting by
the board of directors, such inspector(s) shall be appointed for the meeting by
the presiding officer. No director or candidate for the office of director
shall be appointed as such inspector. Such inspector(s) shall be responsible
for tallying and certifying each vote required to be tallied and certified by
them as provided in the resolution of the board of directors appointing them or
in their appointment by the person presiding at such meeting, as the case may
be.
Section 2.14 Election of Directors. At all meetings of the
stockholders at which directors are to be elected, except as otherwise set forth
in any preferred stock designation (as defined in the articles of incorporation)
with respect to the right of the holders of any class or series of preferred
stock to elect additional directors under specified circumstances, directors
shall be elected by a plurality of the votes cast at the meeting. The election
need not be by ballot unless any stockholder so demands before the voting
begins. Except as otherwise provided by law, the articles of incorporation, any
preferred stock designation, or these bylaws, all matters other than the
election of directors submitted to the stockholders at any meeting shall be
decided by a majority of the votes cast with respect thereto.
Section 2.15 Business at Annual Meeting. At any annual meeting of the
stockholders, only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the board of directors or (b)
by any stockholder of the corporation who is entitled to vote with respect
thereto and who complies with the notice procedures set forth in this section.
For business to be properly brought before an 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 shall be
delivered or mailed to and received at the principal executive offices of the
corporation not less than 30 days prior to the date of the annual meeting;
provided, in the event that less than 40 days' notice of the date of the meeting
is given or made to stockholders, to be timely, a stockholder's notice shall be
so received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed. A
stockholder's notice to the secretary shall set forth as to each matter such
stockholder proposes to bring before the annual meeting (a) a brief description
of the matter desired to be brought before the annual meeting and the reasons
for presenting such matter at the annual meeting, (b) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
matter, (c) the class and number of shares of the corporation's capital stock
that are beneficially owned by such stockholder, and (d) any material interest
of such stockholder in such matter. Notwithstanding anything in these bylaws to
the contrary, no matter shall be brought before or conducted at an annual
meeting except in accordance with the provisions of this section. The officer
of the corporation or other person presiding at the annual meeting shall, if the
facts so warrant, determine and declare to the meeting that a matter was not
properly brought before the meeting in accordance with such provisions, and such
matter shall not be presented or voted on by the stockholders.
Section 2.16 Business at Special Meeting. At any special meeting of
the stockholders, only such business shall be conducted as shall have been
stated in the notice of such special meeting.
Section 2.17 Written Consent to Action by Stockholders. Unless
otherwise provided in the articles of incorporation, any action required to be
taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice, and without
a vote, if a consent in writing, setting forth the action 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.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
Section 2.18 Procedure for Meetings. Meeting of the stockholders shall
be conducted pursuant to such reasonable rules of conduct and protocol as the
board of directors or the officer of the Corporation or other person presiding
at the meeting may prescribe or, if no such rules are prescribed, in accordance
with the most recent published edition of Robert's Rules of Order.
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ARTICLE III
DIRECTORS
Section 3.01 General Powers. The business of the corporation shall be
managed under the direction of its board of directors, which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by statute or by the articles of incorporation or by these bylaws directed or
required to be exercised or done by the stockholders.
Section 3.02 Number, Term, and Qualifications. The number of directors
which shall constitute the board, subject to the limitations set forth in the
articles of incorporation, shall be determined by resolution of a majority of
the total number of directors if there were no vacancies (the "Whole Board") or,
if there are fewer directors than a majority of the Whole Board, by the
unanimous consent of the remaining directors or by the stockholders at the
annual meeting of the stockholders or a special meeting called for such purpose,
except as provided in section 3.03 of this article, which such resolution shall
be incorporated by this reference into and shall be a part of these bylaws.
Each director elected shall hold office until his successor is elected and
qualified. Directors need not be residents of the state of incorporation or
stockholders of the corporation.
Section 3.03 Vacancies and Newly Created Directorships. 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 of the Whole Board, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and qualified. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute.
Section 3.04 Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
following and at the same place as the annual meeting of stockholders. The
board of directors may provide by resolution the time and place, either within
or without the state of incorporation, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman of the board,
president, or any two directors or, in the absence or disability of the
president, by any vice-president. The person or persons authorized to call
special meetings of the board of directors may fix any place, either within or
without the state of incorporation, as the place for holding any special meeting
of the board of directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the
board of directors may participate in a meeting of the board of directors or a
committee of the board of directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting can be given at
least 72 hours prior thereto by written notice delivered personally or sent by
facsimile transmission confirmed by registered mail or certified mail, postage
prepaid, or by overnight courier to each director. Any such notice shall be
deemed to have been given as of the date so personally delivered or sent by
facsimile transmission or as of the day following dispatch by overnight courier.
Each director shall register his or her address and telephone number(s) with the
secretary for purpose of receiving notices. Any director may waive notice of
any meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. An entry of the service of notice
given in the manner and at the time provided for in this section may be made in
the minutes of the proceedings of the board of directors, and such entry, if
read and approved at a subsequent meeting of the board of directors, shall be
conclusive on the issue of notice.
Section 3.08 Quorum. A majority of the Whole Board shall constitute a
quorum for the transaction of business at any meeting of the board of directors,
provided, that the directors present at 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 by a majority of the required quorum
for such meeting. If less than a majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice.
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, and individual directors shall have no power as such.
Section 3.10 Compensation. By resolution of the board of directors,
the directors may be paid their expenses, if any, of attendance at each meeting
of the board 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 3.11 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, 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 unless he shall
forward such dissent by registered or certified 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 3.12 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice president, the
secretary, or assistant secretary, if any. The resignation shall become
effective on giving of such notice, unless such notice specifies a later time
for the effectiveness of such resignation.
Section 3.13 Written Consent to Action by Directors. Any action
required to be taken at a meeting of the directors of the corporation or any
other action which may be taken at a meeting of the directors or of a committee,
may be taken without a meeting, if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors, or all of the members
of the committee, as the case may be. Such consent shall have the same legal
effect as a unanimous vote of all the directors or members of the committee.
Section 3.14 Removal. Subject to any limitations set forth in the
articles of incorporation or the corporate statutes of the state of Nevada, at a
meeting expressly called for that purpose, one or more directors may be removed
by a vote of a majority of the shares of outstanding stock of the corporation
entitled to vote at an election of directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a
president, a secretary, a treasurer, and such other officers as may be appointed
by the board of directors. The board of directors may elect, but shall not be
required to elect, a chairman of the board and one or more vice-presidents, and
the board of directors may appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The
officers shall be chosen by the board of directors annually at its annual
meeting. In the event of failure to choose officers at an annual meeting of the
board of directors, officers may be chosen at any regular or special meeting of
the board of directors. Each such officer (whether chosen at an annual meeting
of the board of directors) shall hold his office until the next ensuing annual
meeting of the board of directors and until his successor shall have been chosen
and qualified, or until his death or until his resignation or removal in the
manner provided in these bylaws. Any one person may hold any two or more of
such offices, except that the president shall not also be the secretary. No
person holding two or more offices shall execute any instrument in the capacity
of more than one office. The chairman of the board, if any, shall be and remain
director of the corporation during the term of his office. No other officer
need be a director.
Section 4.03 Subordinate Officers, Etc. The board of directors from
time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such title, hold office for such period, have such
authority, and perform such duties as the board of directors from time to time
may determine. The board of directors from time to time may delegate to any
officer or agent the power to appoint any such subordinate officer or agents and
to prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be stockholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the board of directors, the president, or
the secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the board of directors called for that purpose or at a
regular meeting, by the vote of a majority of the directors, with or without
cause. Any officer or agent appointed in accordance with the provisions of
section 4.03 hereof may also be removed, either with or without cause, by any
officer on whom such power of removal shall have been conferred by the board of
directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause or if a new office shall be created, then such vacancies or
newly created offices may be filled by the board of directors at any regular or
special meeting.
Section 4.07 The Chairman of the Board. The chairman of the board, if
there be such an officer, shall have the following powers and duties:
(a) To preside at all stockholders' meetings;
(b) To preside at all meetings of the board of directors; and
(c) To be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following
powers and duties:
(a) To be the chief executive officer of the corporation and, subject
to the direction of the board of directors, to have general charge of the
business, affairs, and property of the corporation and general supervision over
its officers, employees, and agents;
(b) If no chairman of the board has been chosen or if such officer is
absent or disabled, to preside at meetings of the stockholders and board of
directors;
(c) To be a member of the executive committee, if any;
(d) To be empowered to sign certificates representing stock of the
corporation, the issuance of which shall have been authorized by the board of
directors; and
(e) To have all power and perform all duties normally incident to the
office of a president of a corporation and shall exercise such other powers and
perform such other duties as from time to time may be assigned to him by the
board of directors.
Section 4.09 The Vice-Presidents. The board of directors may, from
time to time, designate and elect one or more vice-presidents, one of whom may
be designated to serve as executive vice-president. Each vice-president shall
have such powers and perform such duties as from time to time may be assigned to
him by the board of directors or the president. At the request or in the
absence or disability of the president, the executive vice-president or, in the
absence or disability of the executive vice-president, the vice-president
designated by the board of directors or (in the absence of such designation by
the board of directors) by the president, as senior vice-president, may perform
all the duties of the president, and when so acting, shall have all the powers
of, and be subject to all the restrictions on, the president.
Section 4.10 The Secretary. The secretary shall have the following
powers and duties:
(a) To keep or cause to be kept a record of all of the proceedings of
the meetings of the stockholders and of the board of directors in books provided
for that purpose;
(b) To cause all notices to be duly given in accordance with the
provisions of these bylaws and as required by statute;
(c) To be the custodian of the records and of the seal of the
corporation, and to cause such seal (or a facsimile thereof) to be affixed to
all certificates representing stock of the corporation prior to the issuance
thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these bylaws, and when so affixed, to attest the same;
(d) To see that the books, reports, statements, certificates, and other
documents and records required by statute are properly kept and filed;
(e) To have charge of the stock ledger and books of the corporation and
cause such books to be kept in such manner as to show at any time the amount of
the stock of the corporation of each class issued and outstanding, the manner in
which and the time when such stock was paid for, the names alphabetically
arranged and the addresses of the holders of record thereof, the amount of stock
held by each holder and time when each became such holder of record; and he
shall exhibit at all reasonable times to any director, on application, the
original or duplicate stock ledger. He shall cause the stock ledger referred to
in section 6.04 hereof to be kept and exhibited at the principal office of the
corporation, or at such other place as the board of directors shall determine,
in the manner and for the purpose provided in such section;
(f) To be empowered to sign certificates representing stock of the
corporation, the issuance of which shall have been authorized by the board of
directors; and
(g) To perform in general all duties incident to the office of
secretary and such other duties as are given to him by these bylaws or as from
time to time may be assigned to him by the board of directors or the president.
<PAGE>
Section 4.11 The Treasurer. The treasurer shall have the following
powers and duties:
(a) To have charge and supervision over and be responsible for the
monies, securities, receipts, and disbursements of the corporation;
(b) To cause the monies and other valuable effects of the corporation
to be deposited in the name and to the credit of the corporation in such banks
or trust companies or with such banks or other depositories as shall be selected
in accordance with section 5.03 hereof;
(c) To cause the monies of the corporation to be disbursed by checks or
drafts (signed as provided in section 5.04 hereof) drawn on the authorized
depositories of the corporation, and to cause to be taken and preserved property
vouchers for all monies disbursed;
(d) To render to the board of directors or the president, whenever
requested, a statement of the financial condition of the corporation and of all
of his transactions as treasurer, and render a full financial report at the
annual meeting of the stockholders, if called on to do so;
(e) To cause to be kept correct books of account of all the business
and transactions of the corporation and exhibit such books to any directors on
request during business hours;
(f) To be empowered from time to time to require from all officers or
agents of the corporation reports or statements giving such information as he
may desire with respect to any and all financial transactions of the
corporation;
(g) To perform in general all duties incident to the office of
treasurer and such other duties as are given to him by these bylaws or as from
time to time may be assigned to him by the board of directors or the president;
and
(h) To, in the absence of the designation to the contrary by the board
of directors, to act as the chief financial officer and/or principal accounting
officer of the corporation.
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 appointed in accordance with the provisions of
section 4.03 hereof. 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 such surety or sureties as the board of
directors may direct, conditioned on the faithful performance of his duties to
the corporation, including responsibility for negligence and for the proper
accounting of all property, monies, or securities of the corporation which may
come into his hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation
contained in the articles of incorporation or these bylaws, the president or any
vice-president may, in the name and on behalf of the corporation, execute and
deliver any contract or other instrument authorized in writing by the board of
directors. The board of directors may, subject to any limitation contained in
the articles of incorporation or in these bylaws, authorize in writing any
officer or agent to execute and deliver any contract or other instrument in the
name and on behalf of the corporation; any such authorization may be general or
confined to specific instances.
Section 5.02 Loans. No loan or advance shall be contracted on behalf
of the corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
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 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositories as the board of
directors may select or as from time to time may be selected by any officer or
agent authorized to do so by the board of directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these bylaws, evidences
of indebtedness of the corporation shall be signed by such officer or officers
or 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 in
such manner as the board of directors from time to time may determine.
Section 5.05 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 secretary and sealed with
the seal of the corporation. The seal may be a 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 an
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 a facsimile.
In case any 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 through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation and the execution and delivery on behalf
of the corporation of any and all instruments in writing incident to any such
sale, transfer, endorsement, or assignment shall be effected by the president or
by any vice-president and the secretary or assistant secretary, or by any
officer or agent thereunto authorized by the board of directors.
Section 5.07 Proxies. Proxies to vote with respect to stock of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any
vice-president and the secretary or assistant secretary of the corporation or by
any officer or agent thereunder authorized by the board of directors.
ARTICLE VI
CAPITAL STOCK
Section 6.01 Stock Certificates. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by the president or
any vice-president and the secretary or assistant secretary, and sealed with the
seal (which may be a facsimile, engraved or printed) of the corporation,
certifying the number and kind, class, or series of stock owned by him in the
corporation; provided, however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice-president, secretary, or
assistant secretary may be a facsimile. In case any officer who shall have
signed or whose facsimile signature or signatures shall have been used on any
such certificate shall cease to be such officer of the corporation, for any
reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed it or whose facsimile signature or
signatures shall have been used thereon has not ceased to be such officer.
Certificates representing stock of the corporation shall be in such form as
provided by the statutes of the state of incorporation. There shall be entered
on the stock books of the corporation at the time of issuance of each share, the
number of the certificate issued, the name and address of the person owning the
stock represented thereby, the number and kind, class, or series of such stock,
and the date of issuance thereof. Every certificate exchanged or returned to
the corporation shall be marked "canceled" with the date of cancellation.
Section 6.02 Transfer of Stock. Transfers of stock of the corporation
shall be made on the books of the corporation on authorization of the holder of
record thereof or by his attorney thereunto duly authorized by a power of
attorney duly executed in writing and filed with the secretary of the
corporation or its transfer agent, and on surrender of the certificate or
certificates, properly endorsed or accompanied by proper instruments of
transfer, representing such stock. Except as provided by law, the corporation
and its transfer agents and registrars, if any, shall be entitled to treat the
holder of record of any stock as the absolute owner thereof for all purposes,
and accordingly shall not be bound to recognize any legal, equitable, or other
claim to or interest in such stock on the part of any other person whether or
not it or they shall have express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of the articles of
incorporation, the board of directors may make such rules and regulations as
they may deem expedient concerning the issuance, transfer, redemption, and
registration of certificates for stock of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of
Business. A stock ledger (or ledgers where more than one kind, class, or series
of stock is outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the board of directors shall determine,
containing the names alphabetically arranged of the stockholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of stock held by each. Such
stock ledgers shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The board of directors
may appoint one or more transfer agents and one or more registrars with respect
to the certificates representing stock of the corporation and may require all
such certificates to bear the signature of either or both. The board of
directors may from time to time define the respective duties of such transfer
agents and registrars. No certificate for stock shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such stock, and until registered by a
registrar, if at such date the corporation had a registrar for such stock.
Section 6.06 Closing of Transfer Books and Fixing of Record Date
(a) The board of directors shall have power to close the stock ledgers
of the corporation for a period of not to exceed 60 days preceding the date of
any meeting of stockholders, the date for payment of any dividend, the date for
the allotment of rights, the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose.
<PAGE>
(b) In lieu of closing the stock ledgers as aforesaid, the board of
directors may fix in advance a date, not less than 10 days and not exceeding 60
days preceding the date of any meeting of stockholders, the date for the payment
of any dividend, the date for the allotment of rights, the date when any change
or conversion or exchange of capital stock shall go into effect, or the date for
obtaining the consent of the stockholders for any purpose, as a record date for
the determination of the stockholders entitled to a notice of, and to vote at,
any such meeting and any adjournment thereof, entitled to receive payment of any
such dividend, to any such allotment of rights, to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent.
(c) If the stock ledgers shall be closed or a record date set for the
purpose of determining stockholders entitled to notice of, or to vote at, a
meeting of stockholders, such books shall be closed for or such record date
shall be set as of a date at least 10 days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue
a new certificate for stock of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the board
of directors may, in its discretion, require the owner of the lost or destroyed
certificate or his legal representatives to give the corporation a bond in such
form and amount as the board of directors may direct and with such surety or
sureties as may be satisfactory to the board, and to indemnify the corporation
and its transfer agents and registrars, if any, against any claims that may be
made against it or any such transfer agent or registrar on account of the
issuance of the new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the board of directors, it is proper
to do so.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 Executive Committee. The board of directors, by
resolution adopted by a majority of the Whole Board, may appoint from its
membership an executive committee of not less than three members (whose members
shall include the chairman of the board, if any, and the president, one of whom
shall act as chairman of the executive committee, as the board may designate).
The board of directors shall have the power at any time to dissolve the
executive committee, to change the membership thereof, and to fill vacancies
thereon. When the board of directors is not in session, the executive committee
shall have and may exercise all of the powers delegated to it by the board of
directors, except the following powers: to fill vacancies in the board of
directors; to appoint, change membership of, or fill vacancies in any other
committee appointed by the board of directors; to declare dividends or other
distributions to stockholders; to adopt, amend, or repeal the articles of
incorporation or these bylaws; to approve any action that also requires
stockholder approval; to amend or repeal any resolution of the board of
directors which by its express terms is not so amendable or repealable; to fix
the compensation of directors for serving on the board of directors or on any
committee; to adopt an agreement of merger or consolidation; to recommend to the
stockholders the sale, lease, or exchange of all or substantially all of the
corporation's property and assets; to recommend to the stockholders a
dissolution of the corporation or a revocation of a dissolution; to recommend to
stockholders an amendment of bylaws; or to authorize the issuance of stock
(provided that the executive committee, if so directed by the board of
directors, may determine the number of shares of stock to be issued to
individuals and the amount of consideration for which such shares shall be
issued not in excess of the number of shares authorized to be issued by the
board of directors).
Section 7.02 Other Committees. The board of directors, by resolution
adopted by a majority of the Whole Board, may appoint such other committees as
it may, from time to time, deem proper and may determine the number of members,
frequency of meetings, and duties thereof.
Section 7.03 Proceedings. The executive committee and such other
committees as may be designated hereunder by the board of directors may fix
their own presiding and recording officer or officers and may meet at such place
or places, at such time or times, and on such notice (or without notice) as it
shall determine from time to time. Each committee may make rules for the
conduct of its business as it shall from time to time deem necessary. It will
keep a record of its proceedings and shall report such proceedings to the board
of directors at the meeting of the board of directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the
executive committee and of such other committees as may be designated hereunder
by the board of directors, the presence of members constituting a majority of
the total membership of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee and of such other
committees as may be designated hereunder by the board of directors shall act
only as a committee, and the individual members thereof shall have no powers as
such.
Section 7.05 Resignations. Any member of the executive committee and
of such other committees as may be designated hereunder by the board of
directors may resign at any time by delivering a written resignation to either
the board of directors, the president, the secretary, or assistant secretary, or
to the presiding officer of the committee of which he is a member, if any shall
have been appointed and shall be in office. Unless otherwise specified therein,
such resignation shall take effect on delivery.
Section 7.06 Removal. The board of directors may, by resolutions
adopted by a majority of the Whole Board, at any time remove any member of the
executive committee or of any other committee designated by it hereunder either
for or without cause.
Section 7.07 Vacancies. If any vacancy shall occur in the executive
committee or of any other committee designated by the board of directors
hereunder, by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and continue to
act, unless such committee is left with only one member as a result thereof.
Such vacancy may be filled at any meeting of the Whole Board or, if the
authority to do so is delegated to the board of directors by the Whole Board, by
action taken by a majority of the quorum of the board of directors.
Section 7.08 Compensation. The Whole Board may allow a fixed sum and
expenses of attendance to any member of the executive committee or of any other
committee designated by it hereunder who is not an active salaried employee of
the corporation for attendance at each meeting of the said committee.
ARTICLE VIII
INSURANCE AND OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third-Party Actions. The corporation
shall indemnify any officer or director who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that he is or was a director or officer of the corporation (and, in the
discretion of the board of directors, may so indemnify a person by reason of the
fact that he is or was an employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise), against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit, or proceeding, if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, or, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation
shall indemnify any director or officer who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director or officer of the corporation (and, in the
discretion of the board of directors, may so indemnify a person by reason of the
fact that he is or was an employee or agent of the corporation or is or was
serving as an employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise), against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which such action
or suit was brought or other court of competent jurisdiction shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. Any other indemnification
under sections 8.01 or 8.02 hereof, unless ordered by a court, shall be made by
the corporation only in a specific case in which a determination is made that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard or conduct set forth in
sections 8.01 or 8.02 hereof. Such determination shall be made either (i) by
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit, or proceeding, (ii) if such a quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders by a majority vote of a quorum of stockholders at any meeting duly
called for such purpose.
Section 8.04 Advances. Expenses incurred by an officer or director in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding on receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized by this section.
Such expenses incurred by other employees and agents may be so paid on such
terms and conditions, if any, as the board of directors deems appropriate.
Section 8.05 Scope of Indemnification. The indemnification and
advancement of expenses provided by, or granted pursuant to, sections 8.01,
8.02, and 8.04:
(a) Shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled, under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office; and
(b) Shall, unless otherwise provided when authorized or ratified,
continue as to a person who ceases to be a director, officer, employee, or agent
of the corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
Section 8.06 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 director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against any such liability.
Section 8.07 Officer and Director Contracts. No contract or other
transaction between the corporation and one or more of its directors or officers
or between the corporation and any corporation, partnership, association, or
other organization in which one or more of the corporation's directors or
officers are directors, officers, or have a financial interest, is either void
or voidable solely on the basis of such relationship or solely because any such
director or officer is present at or participates in the meeting of the board of
directors or a committee thereof which authorizes the contract or transaction or
solely because the vote or votes of each director or officer are counted for
such purpose, if:
(a) The material facts of the relationship or interest are disclosed or
known to the board of directors or committee and the board 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;
(b) The material facts of the relationship or interest is disclosed or
known to the stockholders and they approve or ratify the contract or transaction
in good faith by a majority vote of the shares voted at a meeting of
stockholders called for such purpose or written consent of stockholders holding
a majority of the shares entitled to vote (the votes of the common or interested
directors or officers shall be counted in any such vote of stockholders); or
(c) The contract or transaction is fair as to the corporation at the
time it is authorized, approved, or ratified by the board of directors, a
committee thereof, or the stockholders.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
board of directors or the audit or similar committee if authorized by the board
of directors.
ARTICLE X
DIVIDENDS
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding stock in the manner and on the terms and
conditions provided by the articles of incorporation and bylaws.
<PAGE>
ARTICLE XI
AMENDMENTS
All bylaws of the corporation, whether adopted by the board of directors or
the stockholders, shall be subject to amendment, alteration, or repeal, and new
bylaws may be made, except that:
(a) No bylaw adopted or amended by the stockholders shall be altered or
repealed by the board of directors;
(b) No bylaw shall be adopted by the board of directors which shall
require more than the stock representing a majority of the voting power for a
quorum at a meeting of stockholders or more than a majority of the votes cast to
constitute action by the stockholders, except where higher percentages are
required by law;
(c) If any bylaw regulating an impending election of directors is
adopted or amended or repealed by the board of directors, there shall be set
forth in the notice of the next meeting of the stockholders for the election of
directors, the bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and
(d) No amendment, alteration, or repeal of this article XI shall be
made except by the stockholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that such is the secretary of
Larson-Davis Incorporated, a corporation duly organized and existing under and
by virtue of the laws of the state of Nevada; that the above and foregoing
bylaws of said corporation were duly and regularly adopted as such by the board
of directors of said corporation by unanimous consent dated December 10, 1998,
and that the above and foregoing bylaws are now in full force and effect and
supersede and replace any prior bylaws of the corporation.
DATED this 10th day of December, 1998.
/s/ Nathan West
Nathan West, Secretary
