BYLAWS OF CCC GLOBALCOM CORPORATION
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TABLE OF CONTENTS
ARTICLE I. OFFICES........................................................ 1
ss. 1.1. Business Office.............................................. 1
ss. 1.2. Registered Office............................................ 1
ARTICLE II. SHAREHOLDERS.................................................. 1
ss. 2.1. Annual Shareholder Meeting.....................................1
ss. 2.2. Special Shareholder Meetings................................. 1
ss. 2.3. Place of Shareholder Meeting................................. 1
ss. 2.4. Notice of Shareholder Meeting................................ 1
ss. 2.5. Fixing of Record Date........................................ 3
ss. 2.6. Shareholder List.............................................. 3
ss. 2.7. Shareholder Quorum and Voting Requirements................... 4
ss. 2.8. Proxies....................................................... 4
ss. 2.9. Voting of Shares.............................................. 4
ss. 2.10. Corporation's Acceptance of Votes............................. 5
ss. 2.11. Informal Action by Shareholders............................... 6
ss. 2.12. Voting for Directors.......................................... 6
ss. 2.13. Shareholder's Rights to Inspect Corporate Records............. 6
ss. 2.14. Financial Statements Shall Be Furnished to the Shareholders... 8
ss. 2.15. Dissenters' Rights............................................ 8
ARTICLE III. BOARD OF DIRECTORS............................................ 8
ss. 3.1. General Powers................................................ 8
ss. 3.2. Number, Tenure, and Qualifications of Directors............... 8
ss. 3.3. Regular Meetings of the Board of Directors.................... 8
ss. 3.4. Special Meetings of the Board of Directors.................... 9
ss. 3.5. Notice of, and Waiver of Notice for, Special Director Meeting. 9
ss. 3.6. Director Quorum............................................... 9
ss. 3.7. Directors, Manner of Acting................................... 9
ss. 3.8. Director Action Without a Meeting............................ 10
ss. 3.9. Removal of Directors......................................... 10
ss. 3.10. Board of Director Vacancies.................................. 10
ss. 3.11. Director Compensation........................................ 10
ss. 3.12. Director Committees.......................................... 11
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ARTICLE IV. OFFICERS...................................................... 12
ss. 4.1. Number of Officers........................................... 12
ss. 4.2. Appointment and Term of Office............................... 12
ss. 4.3. Removal of Officers.......................................... 12
ss. 4.4. President.................................................... 12
ss. 4.5. The Vice-Presidents.......................................... 12
ss. 4.6. The Secretary................................................ 13
ss. 4.7. The Treasurer................................................ 13
ss. 4.8. Assistant Secretaries and Assistant Treasurers............... 13
ss. 4.9. Salaries..................................................... 13
ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES...................................................... 13
ss. 5.1. Indemnification of Directors................................. 13
ss. 5.2. Advance Expenses for Directors............................... 14
ss. 5.3. Indemnification of Officers, Agents, and Employees Who Are Not
Directors 15
ARTICLE VI. CERTIFICATE FOR SHARES AND THEIR TRANSFER..................... 15
ss. 6.1. Certificates for Shares...................................... 15
ss. 6.2. Shares Without Certificates.................................. 16
ss. 6.3. Registration of the Transfer of Shares....................... 16
ss. 6.4. Restrictions on Transfer of Shares Permitted................. 16
ss. 6.5. Acquisition of Shares........................................ 17
ARTICLE VII. DISTRIBUTIONS................................................ 17
ss. 7.1. Distributions................................................ 17
ARTICLE VIII. GENERAL PROVISIONS.......................................... 18
ss. 8.1. Corporate Seal............................................... 18
ss. 8.2. Fiscal Year.................................................. 18
ss. 8.3. Evidence of Authority........................................ 18
ss. 8.4. Articles of Incorporation.................................... 18
ss. 8.5. Pronouns..................................................... 18
ARTICLE IX. EMERGENCY BYLAWS............................................. 18
ss. 9.1. Emergency Bylaws............................................. 18
ARTICLE X. AMENDMENTS..................................................... 19
ss. 10.1. Amendments................................................... 19
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BYLAWS OF CCC GLOBALCOM CORPORATION
ARTICLE I. OFFICES
ss. 1.1. Business Office. The Principal office of the corporation shall be
located at any place either within or outside the State of Nevada as designated
in the company's most current Annual Report filed with the Secretary of State of
the State of Nevada. The corporation may have such other offices, either within
or without the State of Nevada as the Board of Directors may designate or as the
business of the corporation may require from time to time. The corporation shall
maintain at its principal office a copy of certain records, as specified in ss.
2.13 of Article II.
ss. 1.2. Registered Office. The registered office of the corporation,
required by ss.78.090, Nevada Revised Statutes, shall be located within the
State of Nevada and may be, but need not be, identical with the principal office
of the corporation. The address of the registered office may be changed from
time to time.
ARTICLE II. SHAREHOLDERS
ss. 2.1. Annual Shareholder Meeting. The annual meeting of the
shareholders shall be held at such time and on such date as shall be fixed by
the Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.
ss. 2.2. Special Shareholder Meetings. Special meetings of the
shareholders, for any purpose or purposes, described in the notice of meeting,
may be called by the president, or by the Board of Directors or by the Chairman
of the Board of Directors, and shall be called by the President at the request
of the holders of not less than one-tenth of all outstanding votes of the
corporation entitled to be cast on any issue at the meeting.
ss. 2.3. Place of Shareholder Meeting. The Board of Directors may designate
any place, either within or outside of the State of Nevada as the place of
meeting for any Annual or any Special Meeting of the Shareholders.
ss. 2.4. Notice of Shareholder Meeting.
A. Required Notice. Written notice stating the place, day and hour
of any Annual or Special shareholder meeting shall be delivered not less than 10
nor more than 60 days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Board of Directors, or other
persons calling the meeting, to each shareholder of record, entitled to vote at
such meeting and to any other shareholder entitled by the Nevada Revised
Statutes the Articles of Incorporation to receive notice of the meeting. Notice
shall be deemed to be effective at the earlier of: (1) when deposited in the
United States mail, addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation, with postage thereon prepaid;
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(2) on the date shown on the return receipt if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) 5 days after deposit in the United States
mail, if mailed postpaid and correctly addressed to an address other than that
shown in the corporation's current record of shareholders.
B. Adjourned Meeting. If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
and place, if the new date, time, and place is announced at the meeting before
adjournment and such new date is within thirty (30) days from the originally
scheduled meeting date. If a new record date for the adjourned meeting is, or
must be fixed then notice must be given pursuant to the requirements of
paragraph (a) of this ss. 2.4, to those persons who are shareholders as of the
new record date.
C. Waiver of Notice. The shareholder may waive notice of the meeting
(or any notice required by the Act, Articles of Incorporation, or Bylaws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting:
1. waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business
at the meeting;
2. waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
D. Contents of Notice. The notice of each Special Meeting of
Shareholders shall include a description of the purpose or purposes for which
the meeting is called. Except as provided in this ss. 2.4(d), or as provided in
the corporation's Articles of Incorporation, or otherwise in the Nevada Revised
Statutes, the notice of an Annual Shareholder Meeting need not include a
description of the purpose or purposes for which the meeting is called.
If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the Articles of Incorporation (including any Restated
Articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and be
accompanied by respectively a copy or summary of the: (1) Articles of Amendment;
(2) Plan of Merger or Share Exchange; or (3) transaction for disposition of all
the corporation's property. If the proposed corporate action created dissenters'
rights, the notice must state that shareholders are, or may be entitled to
assert dissenters' rights, and must be accompanied by a copy of the Nevada
Revised Statues dealing with dissenters' rights. If the corporation issues, or
authorizes the issuance of shares for promissory notes or for promises to render
services in the future, the corporation shall report in writing to all the
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shareholders the number of shares authorized or issued, and the consideration
received with or before the notice of the next shareholder meeting. Likewise, if
the corporation indemnifies or advances expenses to a director, this shall be
reported to all the shareholders with or before notice of the next shareholder's
meeting.
ss. 2.5. Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date. Such record date shall not be more than 70 days prior to the date on which
the meeting or the particular action, requiring such determination of
shareholders is to be taken. If no record date is so fixed by the Board for the
determination of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, the record date for determination of such shareholders shall be at
the close of business on:
1. With respect to an Annual Shareholder Meeting or any Special
Shareholder Meeting called by the Board of Directors or any
person specifically authorized by the Board or these Bylaws to
call a meeting, the day before the first notice is delivered
to shareholders;
2. With respect to a Special Shareholder's Meeting demanded by
the shareholders, the date the first shareholder signs the
demand;
3. With respect to the payment of a share dividend, the date the
board authorizes the share dividend;
4. With respect to actions taken in writing without a meeting
(pursuant to Article II, ss. 2.11), the date the first
shareholder signs a consent;
5. And with respect to a distribution to shareholders, (other
than one involving a repurchase or reacquisition of shares),
the date the Board authorizes the distribution.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.
ss. 2.6. Shareholder List. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete record of the
shareholders entitled to vote at each meeting of shareholders thereof, arranged
in alphabetical order, with the address of and the number of shares held by
each. The list must be arranged by voting group (if such exists, see Art. II.
ss. 2.7) and within each voting group by class or series of shares. The
shareholder list must be available for
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inspection by any shareholder, beginning two business days after notice of the
meeting is given for which the list was prepared and continuing through the
meeting. The list shall be available in the corporation's principal office or at
a place identified in the meeting notice in the city where the meeting is to be
held. A shareholder, his agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of ss. 2.13 of this Article II, to copy
the list during regular business hours and at his expense, during the period it
is available for inspection. The corporation shall maintain the shareholder list
in written form or in another form capable of conversion into written form
within a reasonable time.
ss. 2.7. Shareholder Quorum and Voting Requirements. If the Articles of
Incorporation or the Nevada Revised Business Corporation Act provides for voting
by a single voting group on a matter, action on that matter is taken when voted
upon by that voting group.
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the Articles of Incorporation, the Bylaws, or the Nevada Revised
Business Corporation Act provide otherwise, a majority of the votes entitled to
be cast on the matter by the voting group constitutes a quorum of that voting
group for action on that matter.
If the Articles of Incorporation or the Nevada Corporation Act provide for
voting by two or more voting groups on a matter, action on that matter is taken
only when voted upon by each of those voting groups counted separately. Action
may be taken by one voting group on a matter even though no action is taken by
another voting group entitled to vote on the matter.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action.
ss. 2.8. Proxies. At all meetings of shareholders, a shareholder may vote
in person, or by a proxy which is executed in writing by the shareholder or
which is executed by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy. A shareholder may appoint a proxy by transmitting or authorizing the
transmission of a telegram, teletype, telecopy or other electronic transmission.
ss. 2.9. Voting of Shares. Unless otherwise provided in the Articles of
Incorporation, each outstanding share shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
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Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time for purposes of any meeting. Provided, however, the prior
sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.
Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.
ss. 2.10. Corporation's Acceptance of Votes.
A. If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the corporation if acting
in good faith, is entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder.
B. If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its shareholder, the corporation,
if acting in good faith, is nevertheless entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder
if:
1. the shareholder is an entity and the name signed purports to
be that of an officer or agent of the entity;
2. the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the
shareholder and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or proxy
appointment;
3. the name signed purports to be that of a receiver or trustee
in bankruptcy of the shareholder and, if the corporation
requests, evidence of this status acceptable to the
corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment;
4. the name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation
of the signatory's authority to sign for the shareholder has
been presented with respect to the vote, consent, waiver, or
proxy appointment; or
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5. two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at
lease one of the co-owners and the person signing appears to
be acting on behalf of all the co-owners.
C. The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.
D. The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance with
the standards of this section, are not liable in damages to the shareholder for
the consequences of the acceptance or rejection.
E. Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.
ss. 2.11. Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if one or more consents in writing, setting forth the action, shall be
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted. If
written consents of less than all the shareholders have been obtained, notice of
such shareholder approval by written consent shall be given at least ten (10)
days before the consummation of the action authorized by such written consent to
those shareholders entitled to vote who have not consented in writing and to any
non-voting shareholders. Such notice shall contain or be accompanied by the same
material that would have been required if a formal meeting had been called to
consider the action. A consent signed under this section has the effect of a
vote at a meeting and may be described as such in any document.
ss. 2.12. Voting for Directors. Unless otherwise provided in the Articles
of Incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Shareholders do not have a right to cumulate their votes.
ss. 2.13. Shareholder's Rights to Inspect Corporate Records.
A. Minutes and Accounting Records. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors. The corporation shall maintain appropriate accounting
records.
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B. Absolute Inspection Rights of Records Required at Principal
Office. If he gives the corporation written notice of his demand at least five
business days before the date on which he wishes to inspect and copy, a
shareholder (or his agent or attorney) has the right to inspect and copy, during
regular business hours any of the following records, all of which the
corporation is required to keep at its principal office:
1. its Articles or Restated Articles of Incorporation and all
amendments to them currently in effect;
2. its Bylaws or Restated Bylaws and all amendments to them
currently in effect;
3. resolutions adopted by its Board of Directors creating one or
more classes or series of shares, and fixing their relative
rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding;
4. the minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past
three years;
5. all written communications to shareholders generally within
the past three years, including the financial statements
furnished for the past three years to the shareholders;
6. a list of the names and business addresses of its current
directors and officers; and
7. its most recent Annual Report delivered to the Secretary of
State.
C. Conditional Inspection. In addition, if he gives the corporation
a written demand made in good faith and for a proper purpose at least five
business days before the date on which he wishes to inspect and copy, in which
he describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his purpose, a
shareholder of the corporation (or his agent or attorney) is entitled to inspect
and copy, during regular business hours at a reasonable location specified by
the corporation, any of the following records of the corporation:
1. excerpts from minutes of any meeting of the Board of
Directors, records of any action of the Board of Directors or
a committee of the Board of Directors on behalf of the
corporation, minutes of any meeting of the shareholders, and
records of action taken by the shareholders or Board of
Directors and without a meeting, to the extent not subject to
inspection under paragraph A of this ss. 2.13.
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2. accounting records of the corporation; and
3. the record of shareholders (compiled no earlier than the date
of the shareholder's demand).
D. Copy Costs. The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic, or other means.
The corporation may impose a reasonable charge, covering the costs of labor and
material, for copies of any documents provided to the shareholder. The charge
may not exceed the estimated cost of production or reproduction of the records.
E. Shareholder Includes Beneficial Owner. For purposes of this ss.
2.13, the terms "shareholder" shall include a beneficial owner whose shares are
held in a voting trust or by a nominee on his behalf.
ss. 2.14. Dissenters' Rights. Each shareholder shall have the right to
dissent from and obtain payment for his shares when so authorized by the Nevada
Revised Statutes, Articles of Incorporation, these Bylaws, or in a resolution of
the Board of Directors.
ARTICLE III. BOARD OF DIRECTORS
ss. 3.1. General Powers. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of the Board of Directors.
ss. 3.2. Number, Tenure, and Qualifications of Directors. In the event
that there is only one shareholder of the Corporation, that shareholder may
determine the number of directors of the Company. In the event there are more
than three shareholders, the number of directors which shall constitute the
whole Board of Directors shall be determined by resolution of the stockholders
or the resolution of the Board of Directors, but in no event shall be less than
three. The number of directors may be decreased at any time either by the
shareholders or by a majority of the directors then in office, but only to
eliminate vacancies existing by reason of the death, resignation, removal or
expiration of the term of one or more directors. Each director shall hold office
until the next annual meeting of shareholders or until removed. However, if his
term expires, he shall continue to serve until his successor shall have been
elected and qualified or until there is a decrease in the number of directors.
Directors need not be residents of the State of Nevada or shareholders of the
corporation.
ss. 3.3. Regular Meetings of the Board of Directors. A regular meeting of
the Board of Directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the Annual Meeting of Shareholders.
The Board of Directors may provide, by resolution, the time and place for the
holding of addition regular meetings without other notice than such resolution.
Any such regular meeting may be held by telephone.
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ss. 3.4. Special Meetings of the Board of Directors. Special meetings of
the Board of Directors may be called by or at the request of the President or
any one director. The person authorized to call Special Meetings of the Board of
Directors may fix any place, (but only within the county where this corporation
has its principal office) as the place for holding any Special Meeting of the
Board of Directors, or such meeting may be held by telephone.
ss. 3.5. Notice of, and Waiver of Notice for, Special Director Meeting.
Notice of any special director meeting shall be given at least two days
previously thereto either orally or in writing. If mailed, notice of any
director meeting shall be deemed to be effective at the earlier of: (1) when
received; (2) five days after deposited in the United States mail, addressed to
the director's business office, with postage thereon prepaid; or (3) the date
shown on the return receipt if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the director.
Any director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing, signed by the director entitled to the
notice, and filed with the minutes or corporate records. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business and at the beginning of the meeting (or
promptly upon his arrival) objects to holding the meeting or transacting
business at the meeting, and does not thereafter vote for or abstain to action
taken at the meeting. Unless required by the Articles of Incorporation, neither
the business to be transacted at, nor the purpose of, any Special Meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
ss. 3.6. Director Quorum. A majority of the whole Board of Directors shall
constitute a quorum at all meetings of the Board of Directors.
ss. 3.7. Directors, Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the Board of Directors.
Unless the Articles of Incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may hear each other during the meeting. A director participating
in a meeting by this means is deemed to be present in person at the meeting.
A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting business at
the meeting; or (2) his dissent or abstention from the action taken is entered
in the minutes of the meeting; or (3) he delivers written notice of his dissent
or abstention to the presiding officer of the meeting before its adjournment or
to the corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.
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ss. 3.8. Director Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee of the Board of Directors may be taken without a meeting, if all
members of the Board of Directors or committee, as the case may be, consent to
the action in writing, and the written consents are filed with the minutes of
proceedings of the Board of Directors or committee.
ss. 3.9. Removal of Directors. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without
cause. A director may be removed only if the number of votes cast to remove him
exceeds the number of votes cast not to remove him.
ss. 3.10. Board of Director Vacancies. If a vacancy occurs on the Board of
Directors, including a vacancy resulting from an increase in the number of
directors:
(1) the shareholders may fill the vacancy;
(2) the Board of Directors may fill the vacancy; or
(3) if the directors remaining in office constitute fewer than a
quorum of the Board, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining
in office.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a decrease in the number of directors.
ss. 3.11. Director Compensation. Unless otherwise provided by resolution
of the Board of Directors, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a stated
salary as director or a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any director from serving the
corporation in any capacity and receiving compensation therefor.
ss. 3.12. Director Committees.
A. Creation of Committees. The Board of Directors may create one or
more committees and appoint members of the Board of Directors to serve on them.
Each committee must have two or more members, who serve at the pleasure of the
Board of Directors.
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B. Selection of Members. The creation of a committee and appointment
of members to it must be approved by a majority of all the directors in office
when the action is taken.
C. Required Procedures. Sections 3.4, 3.5, 3.6, 3.7, and 3.8 of this
Article III, which govern meetings, action without meetings, notice and waiver
of notice, quorum and voting requirements of the Board of Directors, apply to
committees and their members.
D. Authority. Each committee may exercise those aspects of the
authority of the Board of Directors which the Board of Directors confers upon
such committee in the resolution creating the committee. Provided, however, a
committee may not:
(1) authorize distributions;
(2) approve or propose to shareholders action that the Nevada
Revised Statutes requires to be approved by shareholders;
(3) fill vacancies on the Board of Directors or on any of its
committees;
(4) adopt, amend, or repeal Bylaws;
(5) approve a plan of merger not requiring shareholder approval;
(6) authorize or approve reacquisition of shares, except according
to a formula or method prescribed by the Board of Directors;
or
(7) authorize or approve the issuance or sale or contract for sale
of shares or determine the designation and relative rights,
preferences, and limitations of a class or series of shares,
except that the board of directors may authorize a committee
(or a senior executive officer of the corporation) to do so
within limits specifically prescribed by the Board of
Directors.
ARTICLE IV. OFFICERS AND CORPORATE BANK ACCOUNTS
ss. 4.1. Number of Officers. The officers of the corporation shall be a
President, a Secretary, and a Treasurer, each of whom shall be appointed by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may be appointed by the Board of
Directors. If specifically authorized by the Board of Directors, an officer may
appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation.
ss. 4.2. Appointment and Term of Office. The officers of the corporation
shall be appointed by the Board of Directors for a term as determined by the
Board of Directors. (The designation of a specified term grants to the officer
no contract rights, and the board can remove the officer at any
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time prior to the termination of such term.) If no term is specified, an officer
shall hold office until he resigns, dies, or until he is removed in the manner
provided in ss. 4.3 of this Article IV.
ss. 4.3. Removal of Officers. Any officer or agent may be removed by the
Board of Directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.
ss. 4.4. President. The President shall be the principal executive officer
of the corporation and subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. He may sign, with the Secretary or any other
proper officer of the corporation authorized by the Board of Directors,
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.
ss. 4.5. The Vice-Presidents. If appointed, in the absence of the
President or in the event of his death, inability or refusal to act, the
Vice-President (or in the event there be more than one Vice- President, the
Vice-Presidents in the order designated at the time of their election, 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. (If there
is no Vice-President, then the Treasurer shall perform such duties of the
President.) Any Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the corporation the issuance of which have
been authorized by resolution of the Board of Directors; and shall perform such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.
ss. 4.6. The Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
minute books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of any seal of the corporation and if
there is a seal of the corporation, see that it is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each shareholder
which shall be furnished to the Secretary by such shareholder; (f) sign with the
President, or a Vice-President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (g) have general charge of the stock transfer books of the
corporation; and (h) in general perform all duties incident to the office of
Secretary and
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such other duties as from time to time may be assigned to him by the President
or by the Board of Directors.
ss. 4.7. The Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected by the
Board of Directors; and (c) in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.
ss. 4.8. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice-President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The assistant treasurers shall respectively, if required by the Board
of Directors. The Assistant Treasurers shall respectively, if required the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.
ss. 4.9. Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors.
ss. 4.10. Corporate Bank Accounts. The Corporation shall establish such
savings, checking and other bank accounts as deemed necessary or prudent by the
Board of Directors.
ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES
ss. 5.1. Indemnification of Directors. The corporation shall indemnify any
individual made a party to a proceeding because he is or was a director of the
corporation, against liability incurred in the proceeding, but only if the
corporation has authorized the payment in accordance with the Nevada Revised
Statutes and a determination has been made in accordance with the procedures set
forth in such section that the director met the standards of conduct in
paragraph (a), (b) and (c) below.
A. Standard of ConducThe individual shall demonstrate that:
(1) he conducted himself in good faith; and
(2) he reasonably believed that his conduct was in, or not opposed
to, the corporation's best interests;
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(3) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
B. No Indemnification Permitted in Certain Circumstances. The
Corporation shall not indemnify a director under this ss. 5.1 of Article V:
(1) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(2) in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in
his official capacity, in which he was adjudged liable on the
basis that personal benefit was improperly received by him.
C. Indemnification in Derivative Actions Limited. Indemnification
permitted under this ss. 5.1 of Article V in connection with a proceeding by or
in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
ss. 5.2. Advance Expenses for Directors. If a determination is made,
following the procedures of the Nevada Revised Statutes that the director has
met the following requirements; and if an authorization of payment is made,
following the procedures and standards set forth in the Nevada Revised Statutes,
then unless otherwise provided in the Articles of Incorporation, the company
shall pay for or reimburse the reasonable expenses incurred by a director who is
a party to a proceeding in advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a written affirmation
of his good faith belief that he has met the standard of
conduct described in ss. 5.1 of this Article V.
(2) the director furnishes the corporation a written undertaking,
executed personally or on his belief, to repay the advance if
it is ultimately determined that he did not meet the standard
of conduct (which undertaking must be in unlimited general
obligation of the director but need not be secured and may be
accepted without reference to financial ability to make
repayment); and
(3) a determination is made that the facts then known to those
making the determination would not preclude indemnification
under ss. 5.1 of this Article V or under the Nevada Revised
Statutes.
ss. 5.3. Indemnification of Officers, Agents, and Employees Who Are Not
Directors. Unless otherwise provided in the Articles of Incorporation, the Board
of Directors may indemnify and advance expenses to any officer, employee, or
agent of the corporation, who is not a director of the
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corporation, to any extent consistent with public policy, as determined by the
general or specific action of the Board of Directors.
ARTICLE VI. CERTIFICATE FOR SHARES AND THEIR TRANSFER
ss. 6.1. Certificates for Shares.
A. Content. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the corporation and that it is
formed under the laws of Nevada; the name of the person to whom issued; and the
number and class of shares and the designation of the series, if any, the
certificate represents; and be in such form as determined by the Board of
Directors. Such certificates shall be signed (either manually or by facsimile)
by the President or a Vice- President and by the Secretary or an Assistant
Secretary and may be sealed with a corporate seal or a facsimile thereof. Each
certificate for shares shall be consecutively numbered or otherwise identified.
B. Legend as to Class or Series. If the corporation is authorized to
issue different classes of shares or different series within a class, the
designation, relative rights, preferences, and limitations applicable to each
class and the variations in rights, preferences, and limitations determined for
each series (and the authority of the Board of Directors to determine variations
for future series) must be summarized on the front or back of each certificate.
Alternatively, each certificate may state conspicuously on its front or back
that the corporation will furnish the shareholder this information on request in
writing and without charge.
C. Shareholder List. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.
D. Transferring Shares. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.
ss. 6.2. Shares Without Certificates.
A. Issuing Shares Without Certificates. Unless the Articles of
Incorporation provide otherwise, the Board of Directors may authorize the issue
of some or all the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.
B. Information Statement Required. Within a reasonable time after
the issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing at minimum:
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(1) the name of the issuing corporation and that it is organized
under the law of the state of Nevada;
(2) the name of the person to whom issued; and
(3) the number and class of shares and the designation of the
series, if any, of the issued shares.
If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences, and limitations applicable to each
class and the variation in rights, preferences, and limitations determined for
each series (and the authority of the Board of Directors to determine variations
for future series).
ss. 6.3. Registration of the Transfer of Shares. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in whose name
the shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
ss. 6.4. Restrictions on Transfer of Shares Permitted. The Board of
Directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction. A restriction on the transfer or registration of transfer of shares
may be authorized:
(1) to maintain the corporation's status when it is dependent on
the number or identity of its shareholders'
(2) to preserve exemptions under federal or state securities law;
(3) for any other reasonable purpose.
A restriction on the transfer or registration of transfer or shares may:
(1) obligate the shareholder first to offer the corporation or
other persons (separately, consecutively, or simultaneously)
an opportunity to acquire the restricted shares;
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(2) obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted
shares;
(3) require the corporation, the holders or any class of its
shares, or another person to approve the transfer of the
restricted shares, if the requirement is not manifestly
unreasonable;
(4) prohibit the transfer of the restricted shares to designated
persons or classes of persons, if the prohibition is not
manifestly unreasonable.
A restriction on the transfer or resignation of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by ss. 6.2 of this Article VI with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.
ss. 6.5. Acquisition of Shares. The corporation may acquire its own shares
and unless otherwise provided in the Articles of Incorporation, the shares so
acquired constitute authorized but unissued shares.
ARTICLE VII. DISTRIBUTIONS
ss. 7.1. Distributions. The Board of Directors may authorize, and the
corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by law and in
the corporation's Articles of Incorporation.
ARTICLE VIII. GENERAL PROVISIONS
ss. 8.1. Corporate Seal. The Board of Directors may provide for a
corporate seal which may be circular in form and have inscribed thereon any
designation including the name of the corporation, Nevada as the state of
incorporation, and the words "Corporate Seal". The corporation shall not be
required to have a corporate seal.
ss.8.2. Fiscal Year. The fiscal year of the Corporation shall be determined
by the Board of Directors.
ss.8.3. Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary, or a temporary secretary, as to any action taken by the
shareholders, directors, a committee or any officer of representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.
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ss.8.4. Articles of Incorporation. All references in these Bylaws to the
Articles of Incorporation shall be deemed to refer to the Articles of
Incorporation of the Corporation, as amended and in effect from time to time.
ss.8.5. Pronouns. All pronouns used in these Bylaws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.
ARTICLE IX. EMERGENCY BYLAWS
ss. 9.1. Emergency Bylaws. Unless the Articles of Incorporation provide
otherwise, the following provisions of this Article IX, ss. 9.1 "Emergency
Bylaws" shall be effective during an emergency which is defined as when a quorum
of the corporation's directors cannot be readily assembled because of some
catastrophic event. During such emergency:
A. Notice of Board Meetings. Any one member of the Board of
Directors or any one of the following officers; President, any Vice-President,
Secretary, or Treasurer, may call a meeting of the Board of Directors. Notice of
such meeting need be given only to those directors whom it is practicable to
reach, and may be given in any practical manner, including by publication and
radio. Such notice shall be given at least six hours prior to commencement of
the meeting.
B. Temporary Directors and Quorum. One or more officers of the
corporation present at the emergency board meeting, may be deemed to de
directors for the meeting, in order of rank and within the same rank in order of
seniority as is necessary to achieve a quorum. In the event that less than
quorum (as determined by Article III, ss. 3.6) of the directors are present
(including any officers who are to serve as directors for the meeting), those
directors present (including the officers serving as directors) shall constitute
a quorum.
C. Actions Permitted to Be Taken. The board as constituted in
paragraph (b), and after notice as set forth in paragraph (a) may:
(1) Officers' Powers. Prescribe emergency powers to any officer
of the corporation;
(2) Delegation of Any Power. Delegate to any officer or director,
any of the powers of the Board of Directors;
(3) Lines of Succession. Designate lines of succession of officers
and agents, in the event that any of them are unable to
discharge their duties;
(4) Relocate Principal Place of Business. Relocate the principal
place of business, or designate successive or simultaneous
principal places of business;
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(5) All Other Action. Take any other action, convenient, helpful,
or necessary to carry on the business of the corporation.
ARTICLE X. AMENDMENTS
ss. 10.1. Amendments. The corporation's Board of Directors may amend or
repeal the corporation's Bylaws unless:
(1) the Articles of Incorporation or the Nevada Revised Statutes
reserve this power exclusively to the shareholders in whole or
part; or
(2) the shareholders in adopting, amending or repealing a
particular Bylaw provide expressly that the Board of Directors
may not amend or repeal that Bylaw; or
The corporation's shareholders may amend or repeal the corporation's
Bylaws even though the Bylaws may also be amended or repealed by its Board of
Directors.
ADOPTED THIS ____ day of ___________ 2000.
--------------------------------
Douglas P. Morris, President
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned does hereby certify
that the undersigned is the secretary of the aforesaid 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.
DATED this ___day of ___________ 2000.
-----------------------------
Douglas P. Morris, Secretary
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