EXHIBIT 3 TO FORM 10-Q
(By-laws, Articles of Incorporation)
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Exhibit Page
No. No. Description
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3.1 * Articles of Incorporation
3.2 * Articles of Merger of Cimetrix (USA) Incorporated with
Cimetrix Incorporated
3.3 E-3.1 Amended Bylaws
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*Incorporated by reference (See exhibit listing above in ITEM 6. Exhibits and
Reports on Form 8-K.)
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Exhibit 3.3
(Amended Bylaws, dated June 20, 2001)
CIMETRIX INCORPORATED
BY-LAWS
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ARTICLE I--OFFICES
Section 1.1 Office
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The principal office of the corporation within the state of Nevada shall be
located at The Corporation Trust Company, One East First Street, Washoe County,
Reno, NV 89501.
Section 1.2 Other Offices
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The corporation may also have such other offices, either within or without
the state of Nevada, as the Board of Directors may from time to time determine
or the business of the corporation may require.
ARTICLE II--STOCKHOLDERS
Section 2.1 Annual Meeting
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An annual meeting of the stockholders, for the selection of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at a location designated
by the Board of Directors on a date selected by the Board of Directors during
the month of May each year.
Section 2.2 Special Meetings
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors, the President, the chief executive officer, or their holders of not
less than one-tenth of all the shares entitled to vote at the meeting, and shall
be held at such a place, on such date, and at such time as they or he shall fix.
Section 2.3 Notice of Meetings
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Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the laws of the state of Nevada or the Articles of Incorporation).
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When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 2.4 Quorum
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At any meeting of the stockholders, the holders of a majority of all of the
shares of the stack entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date
or time.
If a notice of any adjournment special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.
Section 2.5 Organization
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Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who is
present shall call to order any meeting of the stockholders and act as chairman
of the meeting. In the absence of the Secretary of the corporation, the
secretary of the meeting shall be such person as the chairman appoints.
Section 2.6 Conduct of Business
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The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
Section 2.7 Proxies and Voting
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At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law.
All voting, except on the election of directors and where otherwise
required by law, my be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.
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Section 2.8 Stock List
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A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
name, shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
Section 2.9 Participation in Meetings by Conference Telephone
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Any action, except the election of directors, which may be taken by the
vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power; provided:
(a) That if any greater proportion of voting power is required for such
action at a meeting, then such greater proportion of written consents shall be
required; and
(b) That this general provision shall not supersede any specific provision
for action by written consent required by law.
ARTICLE III--BOARD OF DIRECTORS
Section 3.1 Number and Term of Office
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The number of directors who shall constitute the whole board shall be such
number not less than three (3) nor more than nine (9) as the Board of Directors
shall at the time have designated. Each director shall be selected for a term of
one year and until his successor is elected and qualified, except as otherwise
provided herein or required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors for the balance of a
term and until their successors are elected and qualified. Any decrease in the
authorized number of directors shall not become effective until the expiration
of the term of the directors then in office unless, at the time of such
decrease, there shall be vacancies on the board which are being eliminated by
the decrease.
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Section 3.2 Vacancies
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If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
Section 3.3 Regular Meetings
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Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 3.4 Special Meetings
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Special meetings of the Board of Directors may be called by one-third of
the directors then in office or by the chief executive officer and shall be held
at such place, on such date and at such time as they or he shall fix. Notice of
the place, date and time of each such special meeting shall be given by each
director by whom it is not waived by mailing written notice not less than three
days before the meeting or by telegraphing the same not less than eighteen hours
before the meeting. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.
Section 3.5 Quorum
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At any meeting of the Board of Directors, a majority of the total number of
the whole board shall constitute a quorum for all purposes. If a quorum shall
fail to attend any meeting, a majority of those present may adjourn the meeting
to another place, date or time without further notice or waiver thereof.
Section 3.6 Participation in Meetings by Conference Telephone
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Members of the Board of Directors or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting.
Section 3.7 Conduct of Business
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At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise proved herein or required by law. Action may be taken by the
Board of Directors without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.
Section 3.8 Powers
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The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(a) To declare dividends from time to time in accordance with law;
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(b) To purchase or otherwise acquire and property, rights or privileges on
such terms as it shall determine;
(c) To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary
in connection therewith;
(d) To remove an officer of the corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon
any other person for the time being;
(e) To confer upon any officer of the corporation the power to appoint,
remove and suspend subordinate officers and agents;
(f) To adopt from time to time such stock option, stock purchase, bonus or
other compensation plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine;
(g) To adopt from time to time such insurance, retirement and other
benefit plans for directors, officers, and agents of the corporation
and its subsidiaries as it may determine; and
(h) To adopt from time to time regulations, not inconsistent with these
By-laws, for the management of the corporation's business and affairs.
Section 3.9 Compensation of Directors
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Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and others compensation for the services as directors,
including, without limitation, their services as members of committees of the
directors.
Section 3.10 Interested Directors
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Directors and officers shall excise their powers in good faith and with a
view to the interests of the corporation. No contract or other transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any corporation, firm or association in which one or more of
its directors or officers are directors or officers are financially interested,
is either void or voidable solely for this reason or solely because any such
director or other officer is present at the meeting of the Board of Directors or
a committee thereof which authorizes or approves the contract or transaction, or
because the vote or votes of common or interested directors are counted for such
purpose, if the circumstances specified in any of the following paragraphs
exist:
(a) The fact of the common directorship or financial interest is disclosed
or known to the Board of Directors or committee and noted in the
minutes, and the board or committee authorizes, approves or ratifies
the contract or transaction in good faith by a vote sufficient for the
purpose without counting the vote or votes of such director or
directors.
(b) The fact of the common directorship or financial interest is disclosed
or known to the stockholders, and they approve or ratify the contract
or transaction in good faith by a majority vote or written consent of
stockholders holding a majority of the shares entitled to vote; the
vote of the common or interested directors or officers shall be
counted in any such vote of stockholders.
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(c) The contract or transaction is fair as to the corporation at the time
it is authorized or approved.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies a contract or transaction, and if the votes of
the common or interested are not counted at such meeting, then a majority of the
disinterested directors may authorize, approve or ratify a contract or
transaction.
ARTICLE IV--COMMITTEES
Section 4.1 Committees of the Board of Directors
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The Board of Directors, by a vote of a majority of the whole board, may
from time to time designate committees of the board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the board and shall, for those committees and any other provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires, other directors as alternative members, who may replace any absent
or disqualified member at any meeting of the committee. Any committee so
designated may exercise the power and authority of the Board of Directors to
declare a dividend or to authorize the issuance of stock if the resolution of
the Board of Directors shall so provide. In the absence or disqualification of
any member of any committee and any alternate member in his place, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by unanimous vote
appoint another member of the Board of Directors to act at the meeting in the
place of the absent or disqualified member.
Section 4.2 Conduct of Business
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Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; a majority of the members shall
constitute a quorum unless the committee shall consist of one or two members, in
which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
such committee.
ARTICLE V--OFFICERS
Section 5.1 Generally
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The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary, a treasurer and such other subordinate officers as
may from time to time be appointed by the Board of Directors. Officers shall be
elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of stockholders. Each officer shall
hold his office until his successor is elected and qualified or until his
earlier resignation or removal. Any number of offices may be held by the same
person, except that the offices of president and secretary shall not be held by
the same person.
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Section 5.2 President
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The president shall have the responsibility for the general management and
control of the affairs and business of the corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors. He shall have
power to sign all stock certificates, contracts and other instruments of the
corporation which are authorized. He shall have general supervision and
direction of all of the other officers and agents of the corporation.
Section 5.3 Vice-President
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Each vice-president shall perform such duties as the Board of Directors
shall prescribe. In the absence or disability of the president, the
vice-president who has served in such capacity for the longest time shall
perform the duties and exercise the powers of the president.
Section 5.4 Treasurer
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The treasurer shall have the custody of the monies and securities of the
corporation and shall keep regular books of the account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.
Section 5.5 Secretary
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The secretary shall issue all authorized notices from, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate books.
Section 5.6 Delegation of Authority
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The Board of Directors may, from time to time, delegate the powers or
duties of any officers to any other officers or agents, notwithstanding any
provision hereof.
Section 5.7 Removal
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Any officer of the corporation may removed at any time, with or without
cause, by the Board of Directors.
Section 5.8 Action with Respect to Securities of Other Corporation
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Unless otherwise directed by the Board of Directors, the president
shall have power to vote and otherwise act on behalf of the corporation, in
person or by proxy, at any meeting of stockholders of or with respect to any
action of stockholders of any other corporation in which this corporation may
hold securities and otherwise to exercise any and all rights and powers which
this corporation may possess by reason of its ownership of securities in such
other corporation.
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ARTICLE VI - INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHERS
Section 6.1 Generally
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The corporation shall indemnify any person who is or was a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, investigative or
other, except an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
The corporation shall indemnify any person who is or was a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorney's fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification shall not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which such action
or suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section 6.2 Expenses
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To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 6.1 of this Article, or in
defense of any claim, issue or matter therein, the corporation shall indemnify
him against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the defense. Expenses of officers and
directors incurred in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation.
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Section 6.3 Not Exclusive of Other Rights
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The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the Articles of Incorporation or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, for
either an action in his official capacity or an action in another capacity while
holding such office, and shall continue for a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person, except that
indemnification, unless ordered by a court pursuant to Section 6.1 of this
Article or for the advancement of expenses made pursuant to Section 6.2 of this
Article, may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or knowing violation of the law and was material to the cause
of action."
RESOLVED FURTHER: That the officers of the Company, in consultation with
legal counsel, are hereby authorized and directed to take all action and execute
all documents on the Company's behalf which they determine necessary or
appropriate to effect the amendment to Article VI of the Bylaws, including the
preparation of Amended Bylaws;
RESOLVED FURTHER: That the Board of Directors hereby approves and adopts
the new Indemnification Agreements for officers and directors of the Company in
the form attached hereto as Exhibit "A" and by this reference made a part
hereof, which provide for the indemnification of the Company's officers and
directors; and
RESOLVED FURTHER: That the officers of the Company, in consultation with
legal counsel, are hereby authorized and directed to take any actions they
determine necessary or appropriate to effect the consummation of an
Indemnification Agreement with each of the officers and directors of the
Company.
The undersigned direct that this Action by Unanimous Written Consent of the
Board of Directors ("Action by Unanimous Written Consent") be filed with the
Company's minutes. This Action by Unanimous Written Consent may be signed by
facsimile and in one or more counterparts, each of which shall be deemed to be
an original and all of which, when taken together, shall constitute one and the
same instrument. This Action by Unanimous Written Consent is effective as of the
date that consent shall be received from the directors of the Company.
Section 6.4 Not Exclusive of Other Rights
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The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement, vote of shareholders or interested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
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Section 6.5 Insurance
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The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article.
The corporation's indemnity of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, join venture, trust or other enterprise, shall be
reduced by any amounts such person may collect as indemnification (i) under any
policy of insurance purchased and maintained on his behalf by the corporation or
(ii) from such other corporation, partnership, join venture, trust or other
enterprise.
Section 6.6 Violation of Law
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Nothing contained in this Article, or elsewhere in these By-laws, shall
operate to indemnify any director or officer if such indemnification is for any
reason contrary to law, either as a matter of public policy, or under the
provisions of the Federal Securities Act of 1933, the Securities Exchange Act of
1934, or any other applicable state or federal law.
Section 6.7 Coverage
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For the purposes of this Article, references to "the corporation" include
all constituent corporations absorbed in a consolidation or merger as well as
the resulting or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, join venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as he
would if he had served the resulting or surviving corporation in the same
capacity.
ARTICLE VII--STOCK
Section 7.1 Certificates of Stock
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Each stockholder shall be entitled to a certificate signed by, or in the
name of the corporation by, the President or a Vice-president, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him. Any of or all the signatures on
the certificate may be facsimile.
Section 7.2 Transfers of Stock
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Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 7.4 of Article VII of these
By-laws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.
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Section 7.3 Record Date
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The Board of Directors may fix a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for the other
action hereinafter described, as of which there shall be determined the
stockholders who are entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate action
in writing without a meeting; to receive payment of any dividend or other
distribution or allotment of any rights; or to exercise any rights with respect
of any change, conversion or exchange of stock or with respect to any other
lawful action.
Section 7.4 Lost, Stolen or Destroyed Certificates
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In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
Section 7.5 Regulations
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The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulation as the Board of Directors may
establish.
ARTICLE VIII--NOTICES
Section 8.1 Notices
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Whenever notices is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing a
writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder, director,
officer, or agent at his or her address as the same appears on the books of the
corporation. The time when such notice is dispatched shall be the time of the
giving of the notice.
Section 8.2 Waivers
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A written waiver of any notice, signed by a stockholder, director, officer
or agent, whether before or after the time of the event for which notice is
given, shall be deemed equivalent to the notice required to be given to such
stockholder, director, officer or agent. Neither the business nor the purpose of
any meeting need be specified in such a waiver.
ARTICLE IX--MISCELLANEOUS
Section 9.1 Facsimile Signatures
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In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these By-laws, facsimile signatures of any officer or
officers of the corporation may be used whenever and as authorized by the Board
of Directors of a committee thereof.
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Section 9.2 Corporate Seal
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The Board of Directors may provide a suitable seal, containing the name of
the corporation, which seal shall be in the charge of the secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the treasurer or by the assistant secretary or
assistant treasurer.
Section 9.3 Reliance Upon Books, Reports and Records
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Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the corporation, including reports made to the corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
Section 9.4 Fiscal Year
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The fiscal year of the corporation shall be as fixed by the Board of
Directors.
Section 9.5 Time Periods
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In applying any of these By-laws which require that an act be done or not
done a specified number of days prior to an event or that an act be done during
a period of a specified number of days prior to an event, calendar days shall be
used, the day of the doing of the act shall be excluded and the day of the event
shall be included.
ARTICLE X--AMENDMENTS
Section 10.1 Amendments
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These By-laws may be amended or repealed by the Board of Directors at any
meeting or by the stockholders at any meeting.
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned is the
secretary of Cimetrix Incorporated, a corporation duly organized and existing
under and by virtue of the laws of the state of Nevada; that the above and
foregoing By-laws of said corporation were duly and regularly adopted as such by
the Board of Directors of said corporation at a meeting of said board, which was
duly held on the____ day of __________, 2001; and that the above and foregoing
By-laws are now in full force and effect.
Dated this _____ day of ___________, 2001.
Secretary
E-3.12