EXHIBIT 3.6
Bylaws
Of
ActiveViews Acquisition Corporation
Article I. - Offices
Section 1.01. Principal Office. The board of directors is
hereby granted full power and authority to change the principal
office from one location to another in the State of Utah.
Section 1.02. Other Offices. Branch or subordinate offices may
at any time be established by the board of directors at any place
or places where the corporation is qualified to do business.
Article II. - Meetings of Shareholders
Section 2.01. Meeting Place. All annual meetings of
shareholders and all other meetings of shareholders shall be held
either at the principal office, or at any other place within or
without the State of Utah that the board may designate, pursuant
to authority hereinafter granted to the board, or by the written
consent of all shareholders entitled to vote thereat, given
either before or after the meeting and filed with the Secretary
of the corporation.
Section 2.02. Annual Meetings. The annual meetings of
shareholders shall be held on the date and at the time fixed,
from time to time, by the directors, provided, however, that the
first annual meeting shall be held within thirteen months after
the organization of the corporation and each successive annual
meeting shall be held on the date and at the time fixed by the
directors. Written notice of each annual meeting signed by the
president or the secretary, or an assistant secretary, or by such
other person or persons as the directors shall designate, shall
be given to each shareholder entitled to vote thereat, either
personally or by mail or other means of written communication,
charges prepaid, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. If a shareholder gives no
address, notice shall be deemed to have been given to him, if
sent by mail or other means of written communication addressed to
the place where the principal office of the corporation is
situated, or if published at least once in some newspaper of
general circulation in the county in which such office is
located. All such notices shall be sent to each shareholder
entitled thereto not less than ten (10) nor more than sixty (60)
days before each annual meeting, and shall specify the place, the
day and the hour of such meeting, and shall also state the
purpose or purposes for which the meeting is called.
Section 2.03. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes whatsoever, may be
called at any time by the president or by the board of directors,
or by one or more shareholders holding not less than 10% of the
voting power of the corporation. Except in special cases where
other express provision is made by statute, notice of such
special meetings shall be given in the same manner as for annual
meetings of shareholders. Notices of any special meeting shall
specify in addition to the place, day and hour of such meeting,
the purpose or purposes for which the meeting is called.
Section 2.04. Adjourned Meetings And Notice Thereof. Any
shareholder's meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of a
majority of the shares, the holders of which are either present
in person or represented by proxy thereat, but in the absence of
a quorum, no other business may be transacted at any such
meeting. When any shareholders' meeting, either annual or
special, is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting shall be given as in the case of an original meeting.
Save as aforesaid, it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an
adjourned meeting, other than by announcement at the meeting at
which such adjournment is taken.
Section 2.05. Entry Of Notice. Whenever any shareholder
entitled to vote has been absent from any meeting of
shareholders, whether annual or special, an entry in the minutes
to the effect that notice has been duly given shall be conclusive
and incontrovertible evidence that due notice of such meeting was
given to such shareholders, as required by law and the Bylaws of
the corporation.
Section 2.06. Voting. At all annual and special meetings of
stockholders entitled to vote thereat, every holder of stock
issued to a bona fide purchaser of the same, represented by the
holders thereof, either in person or by proxy in writing, shall
have one vote for each share of stock so held and represented at
such meetings, unless the Articles of Incorporation of the
company shall otherwise provide, in which event the voting
rights, powers and privileges prescribed in the said Articles of
Incorporation shall prevail. Voting for directors and, upon
demand of any stockholder, upon any question at any meeting shall
be by ballot.
Section 2.07. Quorum. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any
meeting shall constitute a quorum for the transaction of
business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 2.08. Consent Of Absentees. The transactions of any
meeting of shareholders, either annual or special, however called
and noticed, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the
meeting, each of the shareholders entitled to vote, not present
in person or by proxy, sign a written Waiver of Notice, or a
consent to the holding of such meeting, or an approval or the
minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes
of this meetings.
Section 2.09. Proxies. Every person entitled to vote or execute
consents shall have the right to do so either in person or by an
agent or agents authorized by a written proxy executed by such
person or his duly authorized agent and filed with the secretary
of the corporation; provided that no such proxy shall be valid
after the expiration of eleven (11) months from the date of its
execution, unless the shareholder executing it specifies therein
the length of time for which such proxy is to continue in force,
which in no case shall exceed seven (7) years from the date of
its execution.
Article III. - Directors
Section 3.01. Powers. Subject to the limitations of the
Articles of Incorporation or the Bylaws, and the provisions of
the Utah Revised Business Corporation Act (Utah Code Ann. 16-
10a-101 et. seq. (the "Act")) as to action to be authorized or
approved by the shareholders, and subject to the duties of
directors as prescribed by the Bylaws, all corporate powers shall
be exercised by or under the authority of, and the business and
affairs of the corporation shall be controlled by the board of
directors. Without prejudice to such general powers, but subject
to the same limitations, it is hereby expressly declared that the
directors shall have the following powers, to wit:
(a) To select and remove all the other officers, agents and
employees of the corporation, prescribe such powers and duties
for them as may not be inconsistent with law, with the Articles
of Incorporation or the Bylaws, fix their compensation, and
require from them security for faithful service.
(b) To conduct, manage and control the affairs and business of
the corporation, and to make such rules and regulations therefor
not inconsistent with law, with the Articles of Incorporation or
the Bylaws, as they may deem best.
(c) To change the principal office for the transaction of the
business of the corporation from one location to another within
the same state as provided in Article I - Section 1.01 hereof; to
fix and locate from time to time one or more subsidiary offices
of the corporation within or without the State of Utah, as
provided in Article I - Section 1.02, hereof; to designate any
place within or without the State of Utah for the holding of any
shareholders' meeting or meetings; and to adopt, make and use a
corporate seal, and to prescribe the forms of certificates of
stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may
deem best, provided such seal and such certificates shall at all
times comply with the provisions of law.
(d) To authorize the issue of shares of stock of the corporation
from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually
rendered, debts or securities canceled, or tangible or intangible
property actually received, or in the case of shares issued as a
dividend, against amounts transferred from surplus to stated
capital.
(e) To borrow money and incur indebtedness for the purposes of
the corporation, and to cause to be executed and delivered
therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations or
other evidences of debt and securities therefor.
(f) To appoint an executive committee and other committees and
to delegate to the executive committee any of the powers and
authority of the board in management of the business and affairs
of the corporation, except the power to declare dividends and to
adopt, amend or repeal Bylaws. The executive committee shall be
composed of one or more directors.
(g) To prescribe the classes, series and the number of each
class or series of stock and the voting powers, designations,
preferences, limitations, restrictions and relative rights of
each class or series of stock in accordance with the Act.
Section 3.02. Number And Qualification Of Directors. Except as
provided in subsection (i) below, the corporation's board of
directors shall consist of a minimum of three individuals. (i)
Before any shares are issued, the corporation's board of
directors may consist of one or more individuals. (ii) After
shares are issued and for as long as a corporation has fewer than
three shareholders entitled to vote for the election of
directors, the corporation's board of directors may consist of a
number of individuals equal to or greater than the number of
those shareholders. (iii) However, the maximum number of
directors that may serve without amending these Bylaws shall be
five.
Section 3.03. Election And Term Of Office. The directors shall
be elected at each annual meeting of shareholders, but if any
such annual meeting is not held, or the directors are not elected
thereat, the directors may be elected at any special meeting of
shareholders. All directors shall hold office until their
respective successors are elected.
Section 3.04. Vacancies. Vacancies in the board of directors
may be filled by a majority of the remaining directors, though
less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his successor is
elected at an annual or a special meeting of the shareholders. A
vacancy or vacancies in the board of director shall be deemed to
exist in case of the death, resignation or removal of any
director, or if the authorized number of directors be increased,
or if the shareholders fail at any annual or special meeting of
shareholders at which any director or directors are elected to
elect the full authorized number of directors to be voted for at
that meeting. The shareholders may elect a director or directors
at any time to fill any vacancy or vacancies not filled by the
directors. If the board of directors accept the resignation of a
director tendered to take effect at a future time, the board or
the shareholders shall have the power to elect a successor to
take office when the resignation is to become effective. No
reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his
term of office.
Section 3.05. Place Of Meetings. Regular meetings of the board
of director shall be held at any place within or without the
State which has been designated from time to time by resolution
of the board or by written consent of all members of the board.
In the absence of such designation regular meeting shall be held
at the principal office of the corporation. Special meetings of
the board may be held either at a place so designated, or at the
principal office.
Section 3.06. Organization Meeting. Immediately following each
annual meeting of shareholders, the board of directors shall hold
a regular meeting for the purpose of organization, election of
officers, and the transaction of other business. Notice of such
meeting is hereby dispensed.
Section 3.07. Other Regular Meetings. Other regular meetings of
the board of directors shall be held without call at such time as
shall be fixed from time to time by the board of directors.
Notice of all such regular meetings of the board of directors is
hereby dispensed.
Section 3.08. Special Meetings. Special meetings of the board
of directors for any purpose or purposes shall be called at any
time by the president, or, if he is absent or unable or refuses
to act, by any vice president or by any two directors. Written
notice of the time and place of special meetings shall be
delivered personally to the directors or sent to each director by
mail or other form of written communication, charges prepaid,
addressed to him at his address as it is shown upon the records
of the corporation, or if it is not shown on such records or is
not readily ascertainable, at the place in which the meetings of
the directors are regularly held. In case such notice is mailed
or telegraphed, it shall be deposited in the United States mail
or delivered to the telegraph company in the place in which the
principal office of the corporation is located at least forth-
eight (48) hours prior to the time of the holding of the meeting.
In case such notice is delivered as above provided, it shall be
so delivered at least twenty-four (24) hours prior to the time of
the holding of the meeting. Such mailing, telegraphing or
delivery as above provided shall be due, legal and personal
notice to such director.
Section 3.09. Notice Of Adjournment. Notice of the time and
place of holding an adjourned meeting need not be given to absent
directors, if the time and place be fixed at the meeting
adjourned.
Section 3.10. Entry Of Notice. Whenever any director has been
absent from any special meeting of the board of directors, an
entry in the minutes to the effect that notice has been duly
given shall be conclusive and incontrovertible evidence that due
notice of such special meeting was given to such director, as
required by law and the Bylaws of the corporation.
Section 3.11. Waiver Of Notice. The transactions of any meeting
of the board of directors, however called and noticed or wherever
held, shall be as valid as though had a meeting duly held after
regular call and notice, if a quorum be present, and if, either
before or after the meeting, each of the directors not present
sign a written waiver of notice or a consent to holding such
meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.
Section 3.12. Quorum. A majority of the authorized number of
directors shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter
provided. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is
present, shall be regarded as the act of the board of directors,
unless a greater number be required by law or by the Articles of
Incorporation.
Section 3.13. Adjournment. A quorum of the directors may
adjourn any directors' meeting to meet again at a stated day and
hour; provided, however, that in the absence of a quorum, a
majority of the directors present at any directors' meeting,
either regular or special, may adjourn from time to time until
the time fixed for the next regular meeting of the board.
Section 3.14. Fees And Compensation. Directors shall not
receive any stated salary for their services as directors, but by
resolution of the board, a fixed fee, with or without expenses of
attendance may be allowed for attendance at each meeting.
Nothing herein contained shall be construed in any other capacity
as an officer, agent, employee, or otherwise, and receiving
compensation therefor.
Article IV. Officers
Section 4.01. Officers. The officers of the corporation shall
be a president, a secretary, and a treasurer. The corporation
may also have, at the direction of the board of directors, a
chairman of the board, one or more vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and such
other officers as may be appointed in accordance with the
provisions of Section 4.03 of this Article. Officers other than
president and chairman of the board need not be directors. Any
person may hold two or more offices.
Section 4.02. Election. The officers of the corporation, except
such officers as may be appointed in accordance with the
provisions of Section 4.03 or Section 4.05 of this Article, shall
be chosen annually by the board of directors, and each shall hold
his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and
qualified.
Section 4.03. Subordinate Officers, Etc. The board of directors
may appoint such other officers as the business of the
corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are
provided in the Bylaws or as the board of directors may from time
to time determine.
Section 4.04. Removal And Resignation. Any officer may be
removed, either with or without cause, by a majority of the
directors at the time in office, at any regular or special
meeting of the board. Any officer may resign at any time by
giving written notice to the board of directors or to the
president, or to the secretary of the corporation. Any such
resignation shall take effect at the date of the receipt of such
notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 4.05. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in the Bylaws for
regular appointments to such office.
Section 4.06. Chairman Of The Board. The chairman of the board,
if there shall be such an officer, shall, if present, preside at
all meetings of the board of directors, and exercise and perform
such other powers and duties as may be from time to time assigned
to him by the board of directors or prescribed by the Bylaws.
Section 4.07. President. Subject to such supervisory powers, if
any, as may be given by the board of directors to the chairman of
the board, if there be such an officer, the president shall be
the chief executive officer of the corporation and shall, subject
to the control of the board of directors, have general
supervision, direction and control of the business and officers
of the corporation. He shall preside at all meetings of the
shareholders and in the absence of the chairman of the board, or
if there be none, at all meetings of the board of directors. He
shall be ex-officio a member of all the standing committees,
including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the
office of president of a corporation, and shall have such other
powers and the board of directors or the Bylaws may prescribe.
Section 4.08. Vice President. In the absence or disability of
the president, the vice presidents in order of their rank as
fixed by the board of directors, or if not ranked, the vice
president designated by the board of directors, shall perform all
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 presidents shall have such other powers and
perform such other duties as from time to time may be prescribed
for them respectively by the board of directors or the Bylaws.
Section 4.09. Secretary. The secretary shall keep, or cause to
be kept, a book of minutes at the principal office or such other
place as the board of directors may order, of all meetings of
directors and shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the
notice thereof given, the names of those present at directors'
meetings, the number of shares present or represented at
shareholders' meetings and the proceedings thereof. The secretary
shall keep, or cause to be kept, at the principal office, a share
register, or a duplicate share register, showing the names of the
shareholders and their addresses; the number and classes of share
held by each; the number and date of certificates issued for the
same, and the number and date of cancellation of every
certificate surrendered for cancellation. The secretary shall
give, or cause to be given, notice of all the meetings of the
shareholders and of the board of directors required by the Bylaws
or by law to be given, and he shall keep the seal of the
corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the board of
directors or the Bylaws.
Section 4.10. Treasurer. The treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts
of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts,
disbursement, gains, losses, capital, surplus and shares. Any
surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books
of account shall at all times be open to inspection by any
director. The treasurer shall deposit all monies and other
valuables in the name and to the credit of the corporation with
such depositories as may be designated by the board of directors.
He shall disburse the funds of the corporation as may be ordered
by the board of directors, shall render to the president and
directors, whenever they request it, an account of all of his
transactions as treasurer and of the financial condition of the
corporation, and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or
the Bylaws.
Article V. - Miscellaneous
Section 5.01. Record Date And Closing Stock Books. The board of
directors may fix a time, in the future, not exceeding fifteen
(15) days preceding the date of any meeting of shareholders, and
not exceeding thirty (30) days preceding the date fixed for the
payment of any dividend or distribution, or for the allotment of
rights, or when any change or conversion or exchange of shares
shall go into effect, as a record date for the determination of
the shareholders entitled to receive any such dividend or
distribution, or any such allotment of rights, or to exercise the
rights in respect to any such change, conversion or exchange of
shares, and in such case only shareholders of record on the date
so fixed shall be entitled to notice of and to vote at such
meetings, or to receive such dividend, distribution or allotment
of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the
corporation after any record date fixed as aforesaid. The board
of directors may close the books of the corporation against
transfers of shares during the whole, or any part of any such
period.
Section 5.02. Inspection Of Corporate Records. The share
register or duplicate share register, the books of account, and
minutes of proceedings of the shareholders and directors shall be
open to inspection upon the written demand of any shareholder or
the holder of a voting trust certificate, at any reasonable time,
and for a purpose reasonably related to his interests as a
shareholder, or as the holder of a voting trust certificate, and
shall be exhibited at any time when required by the demand of ten
percent (10%) of the shares represented at any shareholders'
meeting. Such inspection may be made in person or by an agent or
attorney, and shall include the right to make extracts. Demand
of inspection other than at a shareholders' meeting shall be made
in writing upon the president, secretary or assistant secretary
of corporation.
Section 5.03. Checks, Drafts, Etc. All checks, drafts or other
orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be
determined by resolution of the board of directors.
Section 5.04. Annual Report. The board of directors of the
corporation shall cause to be sent to the shareholders not later
than one hundred twenty (120) days after the close of the fiscal
or calendar year an annual report.
Section 5.05. Contracts, Etc., How Executed. The board of
directors, except as in the Bylaws otherwise provided, may
authorize any officer of or officers, agent or agents, to enter
into any contract, deed or lease or execute any instrument in the
name of and on behalf of the corporation, and such authority may
be general or confined to specific instances; and unless so
authorized by the board of directors, no officer, agent or
employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit
to render it liable for any purpose or to any amount.
Section 5.06. Certificates Of Stock. A certificate or
certificates for shares of the capital stock of the corporation
shall be issued to each shareholder when any such shares are
fully paid up. All such certificates shall be signed by the
president or a vice president and the secretary or an assistant
secretary, or be authenticated by facsimiles of the signature of
the president and secretary or by a facsimile of the signature of
the president and the written signature of the secretary or an
assistant secretary. Certificates for shares may be issued prior
to full payment under such restrictions and for such purposes as
the board of directors or the Bylaws may provide; provided,
however, that any such certificate so issued prior to full
payment shall state the amount remaining unpaid and the terms of
payment thereof.
Section 5.07. Representations Of Shares Of Other Corporations.
The president or any vice president and the secretary or
assistant secretary of this corporation are authorized to vote,
represent and exercise on behalf of this corporation all rights
incident to any and all shares of any other corporation or
corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on
behalf of this corporation or corporations may be exercised
either by such officers in person or by any person authorized so
to do by proxy or power of attorney duly executed by said
officers.
Section 5.08. Inspection Of Bylaws. The corporation shall keep
in its principal office for the transaction of business the
original or a copy of the Bylaws as amended, or otherwise altered
to date, certified by the secretary, which shall be open to
inspection by the shareholders at all reasonable times during
office hours.
Article VI. - Amendments
Section 6.01. Power Of Shareholders. New Bylaws may be adopted
or these Bylaws may be amended or repealed by the vote of
shareholders entitled to exercise a majority of the voting power
of the corporation or by the written assent of such shareholders.
Section 6.02. Power Of Directors. Subject to the right of
shareholders as provided in Section 6.01of this Article VI to
adopt, amend or repeal Bylaws, Bylaws other than a By-law or
amendment thereof changing the authorized number of directors may
be adopted, amended or repealed by the board of directors.
Section 6.03. Action By Directors Through Consent In Lieu Of
Meeting. Any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof,
may be taken without a meeting, if all the members of the board
or of such committee thereto sign a written consent. Such
written consent shall be filed with the minutes of proceedings of
the board or committee.
Article VII. - Officer & Directory Indemnity
The Corporation shall indemnify any current or former
director or officer and may indemnify any current or former
employee or agent of the Corporation to the fullest extent not
prohibited by law, which is made, or threatened to be made, a
party to an action, suit or proceeding, whether civil, criminal,
administrative, investigative or other (including an action, suit
or proceeding by or in the right of the Corporation), by reason
of the fact that such person is or was a director, officer,
employee or agent of the Corporation or a fiduciary within the
meaning of the Employee Retirement Income Security Act of 1974
with respect to any employee benefit plan of the Corporation, or
serves or served at the request of the Corporation as a director,
officer, employee or agent, or as a fiduciary of an employee
benefit plan, of another corporation, partnership, joint venture,
trust or other enterprise. The Corporation shall pay for or
reimburse the reasonable expenses incurred by any such current or
former director or officer and may pay for or reimburse the
reasonable expenses incurred by any such current or former
employee or agent, in any such proceeding in advance of the final
disposition of the proceeding in advance of the final disposition
of the proceeding if the person sets forth in writing (i) the
person's good faith belief that the person is entitled to
indemnification under this Section 9 and (ii) the person's
agreement to repay all advances if it is ultimately determined
that the person is not entitled to indemnification under this
Article VII. No amendment to this Article VII that limits the
Corporation's obligation to indemnify any person shall have any
effect on such obligation for any act or omission that occurs
prior to the later of the effective date of the amendment or the
date notice of the amendment is given to the person. This
Article VII shall not be deemed exclusive of any other provisions
for indemnification or advancement of expenses of directors,
officers, employees, agents and fiduciaries that may be included
in any statute, bylaw, agreement, general or specific action of
the Board of Directors, vote of stockholders or other document
arrangement.
