EXHIBIT 3.1
BYLAWS
OF
E*twoMEDIA.com
(a Nevada corporation)
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TABLE OF CONTENTS
Page
ARTICLE I - Offices........................................................1
Section 1. Registered Office.....................................1
Section 2. Principal Office......................................1
Section 3. Other Offices.........................................1
ARTICLE II - Meetings of Stockholders.......................................1
Section 1. Place of Meetings.....................................1
Section 2. Annual Meetings.......................................1
Section 3. Special Meetings......................................1
Section 4. Stockholder Lists.....................................2
Section 5. Notice of Meetings....................................2
Section 6. Quorum and Adjournment................................2
Section 7. Voting................................................3
Section 8. Proxies...............................................3
Section 9. Inspector of Election.................................3
Section 10. Consent of Stockholders in Lieu of Meeting............4
ARTICLE III - Directors.....................................................4
Section 1. Powers................................................4
Section 2. Number................................................4
Section 3. Vacancies and Newly Created Directorships.............4
Section 4. Meetings..............................................4
Section 5. Annual Meeting........................................4
Section 6. Regular Meetings......................................4
Section 7. Special Meetings......................................5
Section 8. Quorum................................................5
Section 9. Fees and Compensation.................................5
Section 10. Meetings by Telephonic Communication..................5
Section 11. Committees............................................5
Section 12. Action Without Meetings...............................6
Section 13. Removal...............................................6
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Page
ARTICLE IV - Officers.......................................................7
Section 1. Appointment and Salaries..............................7
Section 2. Removal and Resignation...............................7
Section 3. Chairman of the Board.................................7
Section 4. President.............................................7
Section 5. Vice President........................................7
Section 6. Secretary and Assistant Secretary.....................8
Section 7. Treasurer.............................................8
Section 8. Assistant Officers....................................8
ARTICLE V - Seal............................................................9
ARTICLE VI - Form of Stock Certificate......................................9
ARTICLE VII - Representation of Shares of Other Corporations...............10
ARTICLE VIII - Transfers of Stock..........................................10
ARTICLE IX - Lost, Stolen or Destroyed Certificates........................10
ARTICLE X - Record Date....................................................11
ARTICLE XI - Registered Stockholders.......................................12
ARTICLE XII - Fiscal Year..................................................12
ARTICLE XIII - Amendments..................................................12
ARTICLE XIV - Dividends....................................................12
Section 1. Declaration............................................12
Section 2. Set Aside Funds........................................12
ARTICLE XV - Indemnification and Insurance.................................12
Section 1. Right to Indemnification.............................12
Section 2. Right of Claimant to Bring Suit......................13
Section 3. Non-Exclusivity of Rights............................14
Section 4. Insurance............................................14
Section 5. Expenses as a Witness................................14
Section 6. Indemnity Agreements.................................14
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CERTIFICATE OF SECRETARY
OF
E*twoMEDIA.com
a Nevada corporation
I hereby certify that I am the duly elected and acting Secretary of
said corporation and that the foregoing Bylaws, comprising 14 pages, constitute
the Bylaws of said corporation as duly adopted by the Board of Directors as of
the 18th day of October, 2000.
/s/ Daniel Jefferies
--------------------
Name: Daniel Jefferies
Title: Secretary
<PAGE>
BY-LAWS OF
E*twoMEDIA.com
(a Nevada corporation)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Carson City, State of Nevada, and the name of the
resident agent in charge thereof is the agent named in the Certificate of
Incorporation until changed by the Board of Directors (the "Board").
Section 2. Principal Office. The principal office for the transaction
of the business of the Corporation shall be at such place as may be established
by the Board. The Board is granted full power and authority to change said
principal office from one location to another.
Section 3. Other Offices. The Corporation may also have an office or
offices at such other places, either within or without the State of Nevada, as
the Board may from time to time designate or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of stockholders shall
be held at such time and place, within or without the State of Nevada, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Annual Meetings. Annual meetings of the
stockholders of the Corporation for the purpose of electing directors and for
the transaction of such other proper business as may come before such meetings
may be held at such time, date and place as the Board shall determine by
resolution.
Section 3. Special Meetings. Special meetings of the
stockholders of the Corporation for any purpose or purposes may be called at any
time by the Board, or by a committee of the Board that has been duly designated
by the Board and whose powers and authority, as provided in a resolution of the
Board or in the Bylaws of the Corporation, include the power to call such
meetings, and shall be called by the President or Secretary at the request in
writing of a majority of the Board, or at the request in writing of stockholders
owning a majority in voting power of the entire capital stock of the Corporation
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issued and outstanding and entitled to vote but such special meetings may not be
called by any other person or persons; provided, however, that if and to the
extent that any special meeting of stockholders may be called by any other
person or persons specified in any provisions of the Certificate of
Incorporation or any amendment thereto, or any certificate filed under the
provision of the Nevada General Corporation Law (or its successor statute as in
effect from time to time hereafter), then such special meeting may also be
called by the person or persons in the manner, at the times and for the purposes
so specified. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 4. Stockholder Lists. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of stockholders entitled
to vote at the meeting, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten 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 at the place of the meeting, and the list shall also be available
at the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 5. Notice of Meetings. Notice of each meeting of
stockholders, whether annual or special, stating the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
such meeting has been called, shall be given to each stockholder of record
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. Such notice shall be given to the stockholders
by the Secretary, or in the case of the Secretary's absence or refusal or
inability to act, by any other officer of the Corporation, and may be given by
mail, by telecopy, by telephone or by personal service, or by any combination
thereof as to different stockholders. If mailed, such notice shall be deemed to
have been given when deposited in the United States mail, addressed to the
stockholder at his address as it appears in the stock record books of the
Corporation, with postage thereon prepaid. Notice by other permitted methods
shall be deemed to have been given when personally delivered or when transmitted
to the telephone or telecopy number previously supplied to the Secretary by the
stockholder. Except as otherwise expressly required by law, notice of any
adjourned meeting of the stockholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken.
Whenever any notice is required to be given under the
provisions of any applicable law or of the Certificate of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Notice of any meeting of stockholders shall be
deemed waived by any stockholder who shall attend such meeting in person or by
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proxy, except a stockholder who shall attend such meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
Section 6. Quorum and Adjournment. The holders of a majority
in voting power of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for holding all meetings of stockholders, except as otherwise provided by
applicable law or by the Certificate of Incorporation; provided, however, that
the stockholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority in voting
power of the shares required to constitute a quorum. If it shall appear that
such quorum is not present or represented at any meeting of stockholders, the
Chairman of the meeting 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 adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. If the adjournment is for
more than thirty 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. The Chairman of the
meeting may determine that a quorum is present based upon any reasonable
evidence of the presence in person or by proxy of shareholders holding a
majority of the outstanding votes, including without limitation, evidence from
any record of stockholders who have signed a register indicating their presence
at the meeting.
Section 7. Voting. In all matters, when a quorum is present at
any meeting, the vote of the holders of a majority in voting power of the
capital stock having voting power which is present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of applicable law or of the Certificate
of Incorporation, a different vote is required in which case such express
provision shall govern and control the decision of such question. Such vote may
be viva voce or by written ballot; provided, however, that the Board may, in its
discretion, require a written ballot for any vote, and further provided that all
elections for directors must be by written ballot upon demand made by a
stockholder at any election and before the voting begins.
Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder.
Section 8. Proxies. Each stockholder entitled to vote at a
meeting of stockholders may authorize in writing another person or persons to
act for such holder by proxy, but no proxy shall be voted or acted upon after
three years from its date, unless the person executing the proxy specifies
therein the period of time for which it is to continue in force.
Section 9. Inspector of Election. The Board may, and shall if
required by law, appoint an Inspector or Inspectors of Election for any meeting
of stockholders. Such Inspectors shall decide upon the qualification of the
voters and report the number of shares represented at the meeting and entitled
to vote, shall conduct the voting and accept the votes and when the voting is
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completed shall ascertain and report the number of shares voted respectively for
and against each position upon which a vote is taken by ballot. The Inspectors
need not be stockholders, and any officer of the corporation may be an Inspector
on any position other than a vote for or against a proposal in which such person
shall have a material interest. The Inspectors shall perform such other duties
as may be required by law.
Section 10. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any meeting of the stockholders, or any action which
may be taken at any meeting of the stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents 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 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.
ARTICLE III
DIRECTORS
Section 1. Powers. The Board shall have the power to manage or
direct the management of the property, business and affairs of the Corporation,
and except as expressly limited by law, to exercise all of its corporate powers.
The Board may establish procedures and rules, or may authorize the Chairman of
any meeting of stockholders to establish procedures and rules, for the fair and
orderly conduct of any meeting including, without limitation, registration of
the stockholders attending the meeting, adoption of an agenda, establishing the
order of business at the meeting, recessing and adjourning the meeting for the
purposes of tabulating any votes and receiving the result thereof, the timing of
the opening and closing of the polls, and the physical layout of the facilities
for the meeting.
Section 2. Number. The Board shall consist of one or more
members in such number as shall be determined from time to time by resolution of
the Board or by the stockholders at the annual meeting. Directors need not be
stockholders, and each director shall serve until such person's successor is
elected and qualified or until such person's death, retirement, resignation or
removal.
Section 3. Vacancies and Newly Created Directorships. Any
vacancy on the Board caused by death, resignation, removal or otherwise, or
through an increase in the number of directors may be filled by a majority of
the Board of Directors then in office, even if less than a quorum, or by a sole
remaining director.
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Section 4. Meetings. The Board may hold meetings, both regular and
special, either within or outside the State of Nevada.
Section 5. Annual Meeting. The Board shall meet as soon as practicable
after each annual election of directors.
Section 6. Regular Meetings. Regular meetings of the Board shall be
held without call or notice at such time and place as shall from time to time be
determined by resolution of the Board.
Section 7. Special Meetings. Special meetings of the Board may be
called at any time, and for any purpose permitted by law, by the Chairman of the
Board (or, if the Board does not appoint a Chairman of the Board or the
President), or by the Secretary on the written request of any two members of the
Board unless the Board consists of only one director in which case the special
meeting shall be called on the written request of the sole director, which
meetings shall be held at the time and place designated by the person or persons
calling the meeting. Notice of the time, place and purpose of any such meeting
shall be given to the Directors by the Secretary, or in case of the Secretary's
absence, refusal or inability to act, by any other officer. Any such notice may
be given by mail, by telecopy, by telephone, by personal service, or by any
combination thereof as to different Directors. If the notice is by mail, then it
shall be deposited in a United States Post Office at least seventy-two hours
before the time of the meeting; if by telephone, by telecopy or by personal
service, at least twenty-four hours before the time of the meeting.
Section 8. Quorum. At all meetings of the Board a majority of the whole
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by applicable law or by the Certificate
of Incorporation or by these Bylaws. Any meeting of the Board may be adjourned
to meet again at a stated day and hour. Even though no quorum is present, as
required in this Section, a majority of the Directors present at any meeting of
the Board, either regular or special, may adjourn from time to time until a
quorum be had. Notice of any adjourned meeting need not be given.
Section 9. Fees and Compensation. Each Director and each member of a
committee of the Board shall receive such fees and reimbursement of expenses
incurred on behalf of the Corporation or in attending meetings as the Board may
from time to time determine. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section 10. Meetings by Telephonic Communication. Members of the Board
or any committee thereof may participate in a regular or special meeting of such
Board or committee by any means of communication equipment by which all persons
participating in the eeting can hear each other. Participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting.
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Section 11. Committees. The Board may, by resolution passed by
a majority of the whole Board, designate committees, each committee to consist
of one or more of the Directors of the Corporation. The Board may designate one
or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Upon the absence
or disqualification of a member of a committee, if the Board has not designated
one or more alternates (or if such alternate(s) are then absent or
disqualified), the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member or alternate. Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority in reference to: (a) amending
the Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board as provided in the Nevada General Corporation Law
fix the designations and any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series); (b) adopting an agreement of merger or consolidation under the
Nevada General Corporation Law; (c) recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets; (d) recommending to the stockholders a dissolution of the Corporation or
a revocation of a dissolution; or (e) amending the Bylaws of the Corporation.
Unless the resolution appointing such committee or the Certificate of
Incorporation expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger pursuant to the Nevada General
Corporation Law. Each committee shall have such name as may be determined from
time to time by resolution adopted by the Board. Each committee shall keep
minutes of its meetings and report to the Board when required.
Section 12. Action Without Meetings. Unless otherwise
restricted by applicable law or by the Certificate of Incorporation or by these
Bylaws, any action required or permitted to be taken at any meeting of the Board
or of any committee thereof may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of the proceedings of the
Board or committee.
Section 13. Removal. Unless otherwise restricted by the Certificate of
Incorporation or by law, any Director or the entire Board may be removed, with
or without cause, by the holders of a majority of shares entitled to vote at an
election of Directors.
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ARTICLE IV
OFFICERS
Section 1. Appointment and Salaries. The officers of the
Corporation shall be appointed by the Board and shall include a President, a
Secretary and a Treasurer. The Board may also appoint a Chairman of the Board
and the Board or the President may appoint such other officers (including
Assistant Secretaries, Assistant Treasurers, Vice President, etc.) as the Board
or the President may deem necessary or desirable; provided, however, that no
person having the title of "Vice President" of the Corporation shall be an
officer of the Corporation unless appointed by the Board. The officers shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board. The Board
shall fix the salaries of all officers appointed by it. Unless prohibited by
applicable law or by the Certificate of Incorporation or by these Bylaws, one
person may be elected or appointed to serve in more than one official capacity.
Any vacancy occurring in any office of the Corporation shall be filled by the
Board.
Section 2. Removal and Resignation. Any officer may be
removed, either with or without cause, by the Board or, in the case of an
officer not appointed by the Board, by the President. Any officer may resign at
any time by giving notice to the Board, the President or Secretary. Any such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein and, unless otherwise specified in such notice, the
acceptance of the resignation shall not be necessary to make it effective.
Section 3. Chairman of the Board. The Board may, at its election,
appoint a Chairman of the Board. If such an officer be elected, he shall, if
present, preside at all meetings of the shareholders and of the Board of
Directors and shall have such other powers and duties as may from time to time
be assigned to him by the Board of Directors.
Section 4. President. Subject to such powers, if any, as may
be given by the Board to the Chairman of the Board (if there is such officer),
the President shall be the chief executive officer and shall have supervision
over and may exercise general executive powers concerning all of the operations
and business of the Corporation, with the authority from time to time to
delegate to other officers such executive and other powers and duties as he may
deem advisable. If there be no Chairman of the Board, or in his absence, the
President shall preside at all meetings of the shareholders and of the Board,
unless the Board appoints another person who need not be a shareholder, officer
or director of the Corporation, to preside at a meeting of shareholders.
Section 5. Vice President. In the absence of the President, or
in the event of the President's inability or refusal to act, the Vice President,
if any (or if there be more than one Vice President, the Vice Presidents in the
order of their rank or, if of equal rank, then in the order designated by the
Board, the President or, in the absence of any designation, then in the order of
their appointment) shall perform the duties of the President and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties and have such
other powers as the Board may from time to time prescribe.
<PAGE>
Section 6. Secretary and Assistant Secretary. The Secretary
shall attend all meetings of the Board (unless the Board shall otherwise
determine) and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board in a book to be kept for
that purpose and shall perform like duties for the committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board. The Secretary shall have custody
of the corporate seal of the Corporation and shall (as well as any Assistant
Secretary) have authority to affix the same to any instrument requiring it and
to attest it. The Secretary shall perform such other duties and have such other
powers as the Board or the President may from time to time prescribe.
Section 7. Treasurer. The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board. The
Treasurer may disburse the funds of the Corporation as may be ordered by the
Board or the President, taking proper vouchers for such disbursements, and shall
render to the Board at its regular meetings, or when the Board so requires, an
account of transactions and of the financial condition of the Corporation. The
Treasurer shall perform such other duties and have such other powers as the
Board or the President may from time to time prescribe.
If required by the Board, the Treasurer and Assistant
Treasurers, if any, shall give the Corporation a bond (which shall be renewed at
such times as specified by the Board) in such sum and with such surety or
sureties as shall be satisfactory to the Board for the faithful performance of
the duties of such person's office and for the restoration to the Corporation,
in case of such person's death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or under such person's control belonging to the
Corporation.
Section 8. Assistant Officers. An assistant officer shall, in
the absence of the officer to whom such person is an assistant or in the event
of such officer's inability or refusal to act (or, if there be more than one
such assistant officer, the assistant officers in the order designated by the
Board or the President or, in the absence of any designation, then in the order
of their appointment), perform the duties and exercise the powers of such
officer. An assistant officer shall perform such other duties and have such
other powers as the Board or the President may from time to time prescribe.
<PAGE>
ARTICLE V
SEAL
It shall not be necessary to the validity of any instrument
executed by any authorized officer or officers of the Corporation that the
execution of such instrument be evidenced by the corporate seal, and all
documents, instruments, contracts and writings of all kinds signed on behalf of
the Corporation by any authorized officer or officers shall be as effectual and
binding on the Corporation without the corporate seal, as if the execution of
the same had been evidenced by affixing the corporate seal thereto. The Board
may give general authority to any officer to affix the seal of the Corporation
and to attest the affixing by signature.
ARTICLE VI
FORM OF STOCK CERTIFICATE
Every holder of stock in the Corporation shall be entitled to
have a certificate signed by, or in the name of, the Corporation by the Chairman
or Vice-Chairman of the Board, if any, or by the President or a Vice-President,
and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary certifying the number of shares owned in the Corporation. Any or all
of the signatures on the certificate may be a facsimile. If any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent, or registrar at the date of the issue.
If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock. Except as otherwise provided
in the General Corporation Law of Nevada, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate that the
Corporation shall issue a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.
<PAGE>
ARTICLE VII
REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The President, or any other officer or officers authorized by
the Board or the President, are each authorized to vote, represent and exercise
on behalf of the Corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of the Corporation. The
foregoing authority may be exercised either by any such officer in person or by
any other person authorized so to do by proxy or power of attorney duly executed
by said officer.
ARTICLE VIII
TRANSFERS OF STOCK
Subject to any restriction on transfer noted thereon, upon
surrender of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
ARTICLE IX
LOST, STOLEN OR DESTROYED CERTIFICATES
The Board may direct a new certificate or certificates to be
issued in place of any certificate theretofore issued alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board may, in its discretion and as a condition
precedent to the issuance, require the owner of such certificate or
certificates, or such person's legal representative, to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate.
<PAGE>
ARTICLE X
RECORD DATE
The Board of Directors may fix a record date in order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board, and which record date shall not be more than sixty nor less than
ten days before the date of such meeting. If no record date is fixed by the
Board, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.
The Board may fix a record date in order that the Corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which date shall
not be more than ten days after the date upon which the resolution fixing the
record date is adopted by the Board. If no record date has been fixed by the
Board, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
is required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in Nevada, its principal place
of business, or an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board adopts the resolution taking such prior action.
The Board may fix a record date in order that the corporation may
determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, which record shall not precede the date upon
which the resolution fixing the record date is adopted, and which record date
shall be not more than sixty days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the Board adopts the resolution
relating thereto.
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ARTICLE XI
REGISTERED STOCKHOLDERS
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as expressly provided by applicable law.
ARTICLE XII
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by
resolution of the Board.
ARTICLE XIII
AMENDMENTS
Subject to any contrary or limiting provisions contained in
the Certificate of Incorporation, these Bylaws may be amended or repealed, or
new Bylaws may be adopted (a) by the stockholders, or (b) by the affirmative
vote of the majority of the full Board at any regular or special meeting. Any
Bylaws adopted or amended by the stockholders may be amended or repealed by the
Board or the stockholders.
ARTICLE XIV
DIVIDENDS
Section 1. Declaration. Dividends on the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board at any regular or special meeting, pursuant to
law, and may be paid in cash, in property, or in shares of the capital stock of
the Corporation.
Section 2. Set Aside Funds. Before payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Directors shall think conducive to
the interest of the Corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.
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ARTICLE XV
INDEMNIFICATION AND INSURANCE
Section 1. Right to Indemnification. Each person who was or is
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
or inaction in an official capacity or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by the laws of Nevada, as the
same exist or may hereafter be amended, against all costs, charges, expenses,
liabilities and losses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
Section 2 hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of Corporation. The right to indemnification conferred in
this Article shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Nevada General
Corporation Law requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
Section 2. Right of Claimant to Bring Suit. If a claim under
Section 1 of this Article is not paid in full by the Corporation within thirty
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has failed to meet a standard of
conduct which makes it permissible under Nevada law for the Corporation to
<PAGE>
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because he or she has met such standard of conduct, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the claimant has not met such standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
failed to meet such standard of conduct.
Section 3. Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 4. Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Nevada law.
Section 5. Expenses as a Witness. To the extent that any
director, officer, employee or agent of the Corporation is by reason of such
position, or a position with another entity at the request of the Corporation, a
witness in any action, suit or proceeding, he shall be indemnified against all
costs and expenses actually and reasonably incurred by him or her or on his or
her behalf in connection therewith.
Section 6. Indemnity Agreements. The Corporation may enter into
agreements with any director, officer, employee or agent of the Corporation
providing for indemnification to the full extent permitted by Nevada law.
