BYLAWS
OF
SPORTS FIELD HOLDINGS, INC.
a Nevada Corporation
ARTICLE ONE
OFFICES
Section 1.1 REGISTERED OFFICE - The registered office of Sports Field Holdings, Inc. (the “Corporation”) shall be in the City of Las Vegas, State of Nevada.
Section 1.2 OTHER OFFICES - The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 2.1 PLACE - All annual meetings of the stockholders shall be held at the registered office of the Corporation or at such other place within or without the State of Nevada as the directors shall determine. Special meetings of thestockholders may be held at such time and place within or without the State ofNevada as shall be stated in the notice of the meeting, or in a duly executedwaiver of notice thereof.
Section 2.2 ANNUAL MEETINGS - Annual meetings of the stockholders, commencingwith the year 2013, shall be held on the 15th day of June each year if not alegal holiday and, if a legal holiday, then on the next secular day following,or at such other time as may be set by the Board of Directors from time to time,at which the stockholders shall elect by vote a Board of Directors and transactsuch other business as may properly be brought before the meeting.
Section 2.3 SPECIAL MEETINGS - Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by the statute or by the Articles of Incorporation, may be called by the Chief Executive Officer or by resolution of the Board of Directors or at the request in writing ofstockholders owning a majority in amount of the entire capital stock of theCorporation issued and outstanding and entitled to vote. Such request shallstate the purpose of the proposed meeting.
Section 2.4 NOTICE OF MEETINGS - Notices of meetings shall be in writing andsigned by the Chief Executive Officer or President or the Secretary or an AssistantSecretary or by such other person or persons as the directors shall designate.Such notice shall state the purpose for which the meeting is called and the timeand the place, which may be within or without this State, where it is to beheld. A copy of such notice shall be either delivered personally to or shall bemailed, postage prepaid to each stockholder of record entitled to vote at suchmeeting not less than ten nor more than sixty days before such meeting. Ifmailed, it shall be directed to a stockholder at his address as it appears uponthe records of the Corporation and upon such mailing of any such notice, theservice thereof shall be complete and the time of the notice shall be to runfrom the date upon which such notice is deposited in the mail for transmissionto such stockholder. Personal delivery of any such notice to any officer of aCorporation or association or to any member of a partnership shall constitutedelivery of such notice to such Corporation, association or partnership. In theevent of the transfer of stock after delivery of such notice of and prior to theholding of the meeting it shall not be necessary to deliver of mail notice ofthe meeting to the transferee.
Section 2.5 PURPOSE OF MEETINGS - Business transacted at any special meeting ofstockholders shall be limited to the purposes stated in the notice.
Section 2.6 QUORUM - The holders of a majority of the stock issued andoutstanding and entitled to vote thereat, present in person or represented byproxy, shall constitute a quorum at all meetings of the stockholders for thetransaction of business except as otherwise provided by statute or by theArticles of Incorporation. If however, such quorum shall not be present orrepresented at any meeting of the stockholders, the stockholders entitled tovote thereat, present in person or represented by proxy, shall have power toadjourn the meeting from time to time, without notice other than announcement atthe meeting, until such quorum shall be present or represented. At suchadjourned meeting at which a quorum shall be present or represented, anybusiness may be transacted which might have been transacted at the meeting asoriginally notified.
Section 2.7 VOTING - When a quorum is present or represented at any meeting, thevote of the holders of a majority of the stock have voting power present inperson or represented by proxy shall be sufficient to elect directors or todecide any questions brought before such meeting, unless question is one uponwhich by express provision of the statutes or of the Articles of Incorporation,a different vote is required in which case such express provision shall governand control the decision of such question.
Section 2.8 SHARE VOTING - Each stockholder of record of the Corporation shallbe entitled at each meeting of stockholders to one vote for each share of stockstanding in his name of the books of the Corporation. Upon the demand of anystockholder, the vote for directors and the vote upon any question before themeeting shall be by ballot.
Section 2.9 PROXY - At any meeting of the stockholders any stockholder may berepresented and vote by proxy or proxies appointed by an instrument in writing.In the event any such instrument in writing shall designate two or more personsto act as proxies, a majority of such persons present at the meeting, or, ifonly one shall be present, then that one shall have and may exercise all of thepowers conferred by such written instrument upon all of the persons sodesignated unless the instrument shall otherwise provide. No proxy or power ofattorney to vote shall be used to vote at a meeting of the stockholders unlessit shall have been filed with the secretary of the meeting when required by theinspectors of election. All questions regarding the qualification of voters, thevalidity of proxies and the acceptance or rejection of votes shall be decided bythe inspectors of election who shall be appointed by the Board of Directors, orif not so appointed, then by the presiding officer of the meeting.
Section 2.10 WRITTEN CONSENT IN LIEU OF MEETING - Any action which may be takenby the vote of the stockholders at a meeting may be taken without a meeting ifauthorized by the written consent of stockholders holding at least a majority ofthe voting power, unless the provisions of the statutes or of the Articles ofIncorporation require a greater proportion of voting power to authorize suchaction in which case such greater proportion of written consents shall berequired.
ARTICLE THREE
DIRECTORS
Section 3.1 POWERS - The business of the Corporation shall be managed by itsBoard of Directors which may exercise all such power of the Corporation and doall such lawful acts and things as are not by statute or by the Articles ofIncorporation or by these Bylaws directed or required to be exercised or done bythe stockholders.
Section 3.2 NUMBER OF DIRECTORS AND TERM- The number of directors which shall constitutethe whole board shall be at least one (1). The number of directors may from time to timebe increased or decreased to not less than one nor more than fifteen by actionof the Board of Directors. The directors shall be elected at the Annual Meetingof the Stockholders eachdirector elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 3.3 REMOVAL OF DIRECTORS – Any one or more of the directors may be removed for cause by action of the Board of Directors. Any of all of the directors may be removed with or without cause by majority vote of the stockholders.
Section 3.4 VACANCIES - Vacancies in the Board of Directors including thosecaused by an increase in the number of directors, may be filled by a majority ofthe remaining directors, though less than a quorum, or by a sole remainingdirector, and each director so elected shall hold office until his successor iselected at an annual or a special meeting of the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to exist incase of the death, resignation or removal of any directors, or if the authorizednumber of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are electedto elect the full authorized number of directors to be voted for at thatmeeting.
The stockholders may elect a director or directors at any time to fill anyvacancy or vacancies not filled by the directors. If the Board of Directorsaccepts the resignation of a director tendered to take effect at a future time,the Board or the stockholders shall have the power to elect a successor to takeoffice when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect ofremoving any director prior to the expiration of his term of office.
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1 PLACE - Regular meetings of the Board of Directors shall be held atany place within or without the State which has been designated from time totime by resolution of the Board or by written consent of all members of theBoard. In the absence of such designation, regular meetings shall be held at theregistered office of the Corporation. Special meetings of the Board may be heldeither at a place so designated or at the registered office.
Section 4.2 FIRST MEETING - The first meeting of each newly elected Board ofDirectors shall be held immediately following the adjournment of the meeting ofstockholders and at the place thereof. No notice of such meeting shall benecessary to the directors in order legally to constitute the meeting, provideda quorum be present. In the event such meeting is not so held, the meeting maybe held at such time and place as shall be specified in a notice given ashereinafter provided for special meetings of the Board of Directors.
Section 4.3 REGULAR MEETINGS - Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.
Section 4.4 SPECIAL MEETINGS - Special meetings of the Board of Directors may becalled by the Chief Executive Officer, Chairman or the President or by any twoDirectors.
Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records, or if 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 at least forty-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 4.5 NOTICE - Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.
Section 4.6 WAIVER - The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, wither before or after the meeting, each of the directors not present signs 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 4.7 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. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in a regular meeting.
Section 4.8 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, whether regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.
ARTICLE FIVE
COMMITTEES OF DIRECTORS
Section 5.1 POWER TO DESIGNATE - The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of one or more of the directors of the Corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.
Section 5.2 REGULAR MINUTES - The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.
Section 5.3 WRITTEN CONSENT - 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 a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.
ARTICLE SIX
COMPENSATION OF DIRECTORS
Section 6.1 COMPENSATION - The directors may be paid for their expenses ofattendance at each meeting of the Board of Directors and may be paid a fixed sumfor attendance at each meeting of the Board of Directors or a stated salary asdirector. No such payment shall preclude any director from serving theCorporation in any other capacity and receiving compensation therefor. Membersof special or standing committees may be allowed like reimbursement andcompensation for attending committee meetings.
ARTICLE SEVEN
NOTICES
Section 7.1 NOTICE - Notices to directors and stockholders shall be in writingand delivered personally or mailed to the directors or stockholders at theiraddresses appearing on the books of the Corporation. Notice by mail shall bedeemed to be given at the time when the same shall be mailed. Notice todirectors may also be given by telegram.
Section 7.2 CONSENT - Whenever all parties entitled to vote at any meeting,whether directors or stockholders, consent, either by a writing on the recordsof the meeting or filed with the secretary, or by presence at such meeting andoral consent entered on the minutes, or by taking part in the deliberations atsuch meeting without objection, the doings of such meetings shall be valid as ifhad at a meeting regularly called and noticed, and at such meeting any businessmay be transacted which is not excepted from the written consent or to theconsideration of which no objection for want of notice is made at the time, andif any meeting be irregular for want of notice or of such consent, provided aquorum was present at such meeting, the proceedings of said meeting may beratified and approved and rendered likewise valid and the irregularity or defecttherein waived by a writing signed by all parties having the right to vote atsuch meeting; and such consent or approval of stockholders may be by proxy orattorney, but all such proxies and powers of attorney must be in writing.
Section 7.3 WAIVER OF NOTICE - Whenever any notice whatever is required to begiven under the provisions of the statutes, of the Articles of Incorporation orof these Bylaws, a waiver thereof in writing, signed by the person or personsentitled to said notice, whether before or after the time stated therein, shallbe deemed equivalent thereto.
ARTICLE EIGHT
OFFICERS
Section 8.1 APPOINTMENT OF OFFICERS - The officers of the Corporation shall be chosen by the Board of Directors and shall include, but not be limited to, a President, a Secretary and a Treasurer. Any person may hold two or more offices.
Section 8.2 ADDITIONAL OFFICERS - The Board of Directors may appoint aVice Chairman of the Board, Vice-Presidents and one or more AssistantSecretaries and Assistant Treasurers and such other officers and agents as itshall deem necessary who shall hold their offices for such terms and shallexercise such powers and perform such duties as shall be determined from time totime by the Board of Directors.
Section 8.3 SALARIES - The salaries and compensation of all officers of theCorporation shall be fixed by the Board of Directors.
Section 8.4 VACANCIES - The officers of the Corporation shall hold office at thepleasure of the Board of Directors. Any officer elected or appointed by theBoard of Directors may be removed at any time by the Board of Directors. Anyvacancy occurring in any office of the Corporation by death, resignation,removal or otherwise shall be filled by the Board of Directors.
Section 8.5Chief Executive Officer. The Chief Executive Officer, 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 may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any 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 Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time. The Board of Directors shall elect the Chairman of the Board of Directors from its membership. He shall preside at the meetings of the Board and Shareholders and perform such other duties as may be assigned to him by the Board of Directors from time to time.
Section 8.6PRESIDENT - The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors at which he may be present. He shall have the usual powers and duties vested in the President of a Corporation. He shall have power to select and appoint all necessary officers and employees of the Corporation, except those selected by the Board of Directors, and to remove all such officers and employees except those selected by the Board of Directors, and make new appointments to fill vacancies. He may delegate any of his powers to a Vice-President of the Corporation.
Section 8.7 VICE-PRESIDENT - The Vice-President shall act under the direction ofthe President and in the absence or disability of the President shall performthe duties and exercise the powers of the President. They shall perform suchother duties and have such other powers as the President or the Board ofDirectors may from time to time prescribe. The Board of Directors may designateone or more Executive Vice-Presidents or may otherwise specify the order ofseniority of the Vice-Presidents. The duties and powers of the President shalldescend to the Vice-Presidents in such specified order of seniority.
Section 8.8 SECRETARY - The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend allmeetings of the Board of Directors and all meetings of the stockholders andrecord the proceedings. He shall perform like duties for the standing committeeswhen required. He shall give, or cause to be given, notice of all meetings ofthe stockholders and special meetings of the Board of Directors, and shallperform such other duties as may be prescribed by the President or the Board ofDirectors.
Section 8.9 ASSISTANT SECRETARIES - The Assistant Secretaries shall act underthe direction of the President. In order of their seniority, unless otherwisedetermined by the President or the Board of Directors, they shall, in theabsence or disability of the Secretary, perform the duties and exercise thepowers of the Secretary. They shall perform such other duties and have suchother powers as the President or the Board of Directors may from time to timeprescribe.
Section 8.10 TREASURER - The Treasurer shall act under the direction of thePresident. Subject to the direction of the President he shall have custody ofthe corporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the Corporation and shalldeposit all monies and other valuable effects in the name and to the credit ofthe Corporation in such depositories as may be designated by the Board ofDirectors. He shall disburse the funds of the Corporation as may be ordered bythe President or the Board of Directors, taking proper vouchers for suchdisbursements, and shall render to the President and the Board of Directors, atits regular meetings, or when the Board of Directors so requires, an account ofall of his transactions as Treasurer and of the financial condition of theCorporation.
Section 8.11 ASSISTANT TREASURER - The Assistant Treasurer in the order of theirseniority, unless otherwise determined by the President or the Board ofDirectors, shall, in the absence or disability of the Treasurer, perform theduties and exercise the powers of the Treasurer. They shall perform such otherduties and have such other powers as the President or the Board of Directors mayfrom time to time prescribe.
ARTICLE NINE
CERTIFICATES OF STOCK
Section 9.1 SHARE CERTIFICATES - Every stockholder shall be entitled to have acertificate signed by the either the Chief Executive Officer, President or a Vice-President and the Treasurer or anAssistant Treasurer or the Secretary or an Assistant Secretary of theCorporation, certifying the number of shares owned by him in the Corporation. Ifthe Corporation shall be authorized to issue more than one class of stock ormore than one series of any class, the designations, preferences and relative,participating, optional or other special rights of the various classes of stockor series thereof and the qualifications, limitations or restrictions of suchrights, shall be set forth in full or summarized on the face or back of thecertificate which the Corporation shall issue to represent such stock.
Section 9.2 TRANSFER AGENTS - If a certificate is signed (a) by a transfer agentother than the Corporation or its employees or (b) by a registrar other than theCorporation or its employees, the signatures of the officers of the Corporationmay be facsimiles. In case any officer who has signed or whose facsimilesignature has been placed on a certificate shall cease to be such officer beforesuch certificate is issued, such certificate may be issued with the same effectas though the person had not ceased to be such officer. The seal of theCorporation, or a facsimile thereof, may, but need not be, affixed tocertificates of stock.
Section 9.3 LOST OR STOLEN CERTIFICATES - The Board of Directors may direct anew certificate or certificates to be issued in place of any certificate orcertificates theretofore issued by the Corporation alleged to have been lost ordestroyed upon the making of an affidavit of that fact by the person claimingthe certificate of stock to be lost or destroyed. When authorizing such issue ofa new certificate or certificates, the Board of Directors may, in its discretionand as a condition precedent to the issuance thereof, require the owner of suchlost or destroyed certificate or certificates, or his legal representative, toadvertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claimthat may be made against the Corporation with respect to the certificate allegedto have been lost or destroyed.
Section 9.4 SHARE TRANSFERS - Upon surrender to the Corporation or the transferagent of the Corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, it shall be the duty of the Corporation, if it is satisfied that allprovisions of the laws and regulations applicable to the Corporation regardingthe transfer and ownership of shares have been complied with, to issue a newcertificate to the person entitled thereto, cancel the old certificate andrecord the transaction upon its books.
Section 9.5 VOTING SHAREHOLDER - The Board of Directors may fix in advance adate not exceeding sixty (60) days preceding the date of any meeting ofstockholders, or the date for the payment of any dividend, or the date for theallotment of rights, or the date when any change or conversion or exchange ofcapital stock shall go into effect, or a date in connection with obtaining theconsent of stockholders for any purpose, as a record date for the determinationof the stockholders entitled to notice of and to vote at any such meeting, andany adjournment thereof, or entitled to receive payment of any such dividend, orto give such consent, and in such case, such stockholders, and only suchstockholders as shall be stockholder of record on the date so fixed, shall beentitled to notice of and to vote at such meeting, or any adjournment thereof,or to receive payment of such dividend, or to receive such allotment of rights,or to exercise such rights, or to give such consent, as the case may be,notwithstanding any transfer of any stock on the books of the Corporation afterany such record date fixed as aforesaid.
Section 9.6 SHAREHOLDERS RECORD - The Corporation shall be entitled to recognizethe person registered on its books as the owner of shares to be the exclusiveowner for all purposes including voting and dividends, and the Corporation shallnot be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise provided by the laws ofNevada.
ARTICLE TEN
GENERAL PROVISIONS
Section 10.1 DIVIDENDS - Dividends upon the capital stock of the Corporation,subject to the provisions of the Articles of Incorporation, if any, may bedeclared by the Board of Directors at any regular or special meeting, pursuantto law. Dividends may be paid in cash, in property or in shares of the capitalstock, subject to the provisions of the Articles of Incorporation.
Section 10.2 RESERVES - Before payment of any dividend, there may be set asideout of any funds of the Corporation available for dividends such sum or sums asthe directors may from time to time, in their absolute discretion, think properas a reserve or reserves to meet contingencies, or for equalizing dividends orfor repairing or maintaining any property of the Corporation or for such otherpurpose as the directors think conducive to the interest of the Corporation, andthe directors may modify or abolish any such reserve in the manner in which itwas created.
Section 10.3 CHECKS - All checks or demands for money and notes of theCorporation shall be signed by such officer or officers or such other person orpersons as the Board of Directors may from time to time designate.
Section 10.4 FISCAL YEAR - The fiscal year of the Corporation shall be fixed byresolution of the Board of Directors.
Section 10.5 CORPORATE SEAL - The Corporation may or may not have a corporateseal, as may from time to time be determined by resolution of the Board ofDirectors. If a corporate seal is adopted, it shall have inscribed thereon thename of the Corporation and the words “Corporate Seal” and “Nevada”. The sealmay be used by causing it or a facsimile thereof to be impressed or affixed orin any manner reproduced.
ARTICLE ELEVEN
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a party to or isinvolved in any action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that he or a person ofwhom he is the legal representative is or was a director or officer of theCorporation or is or was serving at the request of the Corporation for itsbenefit as a director or officer of another Corporation, or as itsrepresentative in a partnership, joint venture, trust or other enterprise, shallbe indemnified and held harmless to the fullest extent legally permissible underthe General Corporation Law of the State of Nevada from time to time against allexpenses, liability and loss (including attorneys' fees, judgments, fines andamounts paid or to be paid in settlement) reasonably incurred or suffered by himin connection herewith. The expenses of officers and directors incurreddefending a civil or criminal action, suit or proceeding must be paid by theCorporation as they are incurred and in advance of the final disposition of theaction, suit or proceeding upon receipt of any undertaking by or on behalf ofthe director or officer to repay the amount if it is ultimately determined by acourt of competent jurisdiction that he is not entitled to be indemnified by theCorporation. Such right of indemnification shall be a contract right which maybe enforced in any manner desired by the person. Such right of indemnificationshall not be exclusive of any other right which such directors, officers orrepresentatives may have or hereafter acquire and, without limiting thegenerality of such statement, they shall be entitled to their respective rightsof indemnification under any bylaw, agreement, vote of stockholders, provisionof law or otherwise, as well as their rights by this Article.
The Board of Directors may cause the Corporation to purchase and maintaininsurance on behalf of any person who is or was a director or officer of theCorporation, or is or was serving at the request of the Corporation as a director or officer of another Corporation, or as its representative in apartnership, joint venture, trust or other enterprise, against any liabilityasserted against such person and incurred in any such capacity or arising out ofsuch status, whether or not the Corporation would have the power to indemnifysuch person.
The Board of Directors may from time to time adopt further Bylaws with respectto indemnification and may amend these and such Bylaws to provide at all timesthe fullest indemnification permitted by the General Corporation Law of theState of Nevada.
ARTICLE TWELVE
AMENDMENTS
Section 12.1 BY SHAREHOLDER - The Bylaws may be amended by a majority vote ofall the stock issued and outstanding and entitled to vote at any annual orspecial meeting of the stockholders, provided notice of intention to amend shallhave been contained in the notice of the meeting.
Section 12.2 BY BOARD OF DIRECTORS - The Board of Directors by a majority voteof the whole Board at any meeting may amend these Bylaws, including Bylawsadopted by the stockholders, but the stockholders may from time to time specifyparticular provisions of the Bylaws which shall not be amended by the Board ofDirectors.
