EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS OF
TEXOIL, INC.
NOVEMBER 8, 1999
(HEREINAFTER THE "CORPORATION")
ARTICLE I
SHAREHOLDERS
SECTION 1.1 ANNUAL MEETING. An annual meeting of the Corporation=s
shareholders shall be held for the election of directors at such date, time and
place, either within or without the State of Nevada, as designated by resolution
adopted from time to time by the Corporation=s Board of Directors. Any other
proper business may be transacted at the annual meeting.
SECTION 1.2 SPECIAL MEETINGS.
(a) Special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the chairman, the president or the Board
of Directors and shall be called by the chairman, the president or the
Board of Directors at the written request of the holders of not less than
ten percent (10%) of the voting power of all the outstanding shares of the
Corporation entitled to vote at such meeting.
(b) Business transacted at all special meetings shall be confined to
the purpose or purposes stated in the notice of the meeting, unless one of
the conditions for the holding of a meeting without notice set forth in
Section 1.5 shall be satisfied, in which case any business may be
transacted and the meeting shall be valid for all purposes.
SECTION 1.3 PLACE OF MEETINGS. Any meeting of the shareholders of the
Corporation may be held at its registered office in the State of Nevada, its
principal office in the State of Texas or at such other place in or out of the
United States as the Board of Directors may designate in a notice of meeting.
SECTION 1.4 NOTICE OF MEETINGS.
(a) The president, a vice president, the secretary, an assistant
secretary or any other individual designated by the Board of Directors
shall sign and deliver written notice of any meeting to each shareholder
of record entitled to vote at such meeting not fewer than ten (10) days,
nor more than sixty (60) days, before the date of such meeting. The notice
shall state the place, date and time of the meeting and the purpose or
purposes for which the meeting is called. Notice of a special meeting
shall also state the purpose or purposes for which the meeting is called
and the person or persons calling the meeting.
(b) A copy of the notice shall be delivered personally or
mailed postage prepaid to each shareholder of record entitled to vote at
the meeting at the address appearing on the records of the Corporation,
and the notice shall be deemed effective when mailed the date the same is
correctly deposited in the United States mail for transmission to such
shareholder. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership, constitutes
delivery of the notice to the corporation, association or partnership.
(c) The written certificate of the individual signing a notice of
meeting, setting forth the substance of the notice or having a copy
thereof attached, the date the notice was mailed or personally delivered
to the shareholders and the addresses to which the notice was mailed,
shall be prima facie evidence of the manner and fact of giving such
notice.
(d) Any shareholder may waive notice of any meeting by a signed
writing, either before or after the meeting. Neither the business to be
transacted at nor the purpose of any regular or special meeting of
shareholders need be specified in any written waiver of notice or consent,
except as otherwise provided in Section 1.4 (a) of these Bylaws. All such
waivers shall be filed with the minutes or other Corporation records.
(e) Unless otherwise provided in the Articles of Incorporation as
they may be amended or, whenever notice is required to be given, under any
provision of the laws of the State of Nevada, the Articles of
Incorporation or these Bylaws, to any shareholder to whom:
(i) Notice of two consecutive annual meetings, and all
notices of meetings or the taking of action by written consent
without a meeting to that shareholder during the period
between those two consecutive annual meetings; or
(ii) All, and at least two, payments sent by first class
mail of dividends or interest on securities during a 12-month
period, have been mailed addressed to that shareholder at his
address as shown on the records of the Corporation and have
been returned undeliverable, the giving of further notices to
that shareholder is not required. Any action or meeting taken
or held without notice to that shareholder has the same effect
as if the notice had been given. If any such shareholder
delivers to the Corporation written notice setting forth the
current address of that shareholder, the requirement that
notice be given to that shareholder is reinstated. If the
action taken by the Corporation is such as to require the
filing of a certificate as required under the laws of the
State of Nevada, the certificate need not state that notice
was not given to persons to whom notice was not required to be
given.
(f) Notice delivered or mailed to shareholders in accordance with
the provisions of this Section 1.4 and the provisions, if any, of the
Articles of Incorporation, or an amendment thereof, is sufficient, and in
the event of transfer of that shareholder's stock after
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such delivery or mailing and before the holding of the meeting it is not
necessary to deliver or mail notice of the meeting to the transferee.
SECTION 1.5 MEETING WITHOUT NOTICE.
(a) Whenever all persons entitled to vote at any meeting of
shareholders consent, either by:
(i) A writing on the records of the meeting or filed with
the secretary; or
(ii) Presence at such meeting and oral consent entered on the
minutes; or
(iii) Taking part in the deliberations at such meeting without
objection;
the actions taken at such meeting shall be as valid as if such had
occurred at a meeting regularly called and noticed.
(b) If any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of
the meeting may be ratified and approved and rendered likewise valid and
the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meeting.
(c) Such consent or approval may be by proxy or attorney, but all
such proxies and powers of attorney must be in writing.
SECTION 1.6 DETERMINATION OF SHAREHOLDERS OF RECORD.
(a) For the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment
thereof or for the purpose of determining shareholders entitled to receive
payment of any distribution or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of
stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date for the determination of such
shareholders, which shall not be more than sixty (60) days nor less than
ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action.
(b) If no record date is fixed for the purposes set forth in Section
1.6 (a), the record date for determining shareholders: (i) entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the business
day next preceding the date on which the meeting is held; and (ii) for any
other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination
of shareholders of record entitled to notice of or to vote at any meeting
of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.
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(c) The Board of Directors may adopt a resolution prescribing a date
upon which the shareholders of record are entitled to give written consent
pursuant to Section 1.9. The date prescribed by the Board of Directors may
not precede nor be more than ten (10) days after the date the resolution
is adopted by the Board of Directors. If the Board of Directors does not
adopt a resolution prescribing a date upon which the shareholders of
record are entitled to give written consent pursuant to Section 1.9, and
(i) no prior action by the Board of Directors is required, the
date is the first date on which a valid written consent is delivered
in accordance with the provisions of Section 1.9;
(ii) prior action by the Board of Directors is required, the
date is at the close of business on the day on which the Board of
Directors adopt the resolution taking the required action.
SECTION 1.7 QUORUM; ADJOURNED MEETINGS.
(a) Unless the Articles of Incorporation provide for a different
proportion, shareholders holding a majority of the voting power of the
Corporation=s stock issued and outstanding and entitled to vote,
represented in person or by proxy, are necessary to constitute a quorum
for the transaction of business at any meeting. If, on any issue, voting
by classes is required by the laws of the State of Nevada, the Articles of
Incorporation or these Bylaws, at least a majority of the voting power
within each such class is necessary to constitute a quorum of each such
class.
(b) If a quorum is not present or represented by proxy, a majority
of the voting power so represented may adjourn the meeting from time to
time until holders of the voting power required to constitute a quorum
shall be represented. At any such adjourned meeting at which a quorum
shall be represented, any business may be transacted which might have been
transacted as originally called. When a shareholders meeting is adjourned
to another time and place hereunder, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. The shareholders present at a
duly convened meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum of the voting power.
(c) With respect to shares outstanding in the name of another
corporation, partnership, limited liability company or other legal entity
on the record date, votes may be cast: (i) in the case of a corporation,
by such individual as the bylaws of such other corporation prescribe, by
such individual as may be appointed by resolution of the board of
directors of such other corporation or by such individual (including the
officer making the authorization) authorized in writing to do so by the
chairman of the board of directors, president or any vice-president of
such corporation and (ii) in the case of a partnership, limited liability
company or other legal entity, by an individual representing such
shareholder
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upon presentation to the Corporation of satisfactory evidence of that
person's authority to do so.
(d) Notwithstanding anything to the contrary herein contained, no
votes may be cast for shares owned by this Corporation or its
subsidiaries, if any. If shares are held by this Corporation or its
wholly-owned subsidiaries, if any, in a fiduciary capacity, no votes shall
be cast with respect thereto on any matter except to the extent that the
beneficial owner thereof possesses and exercises either a right to vote or
to give the Corporation holding the same binding instructions on how to
vote.
(e) Except as otherwise required by law, the Articles of
Incorporation, as amended, or these Bylaws, and except with respect to the
election of directors, if a quorum is present, the affirmative vote of
holders of at least a majority of the voting power represented at the
meeting and entitled to vote shall be the act of the shareholders, unless
voting by classes is required for any action of the shareholders by the
laws of the State of Nevada, the Articles of Incorporation or these Bylaws
in which case the affirmative vote of holders of at least a majority of
the voting power of each such class shall be required. Each class of
Directors shall be elected by a plurality of the votes cast by the holders
of shares entitled to vote in the election of that class of directors at a
meeting of shareholders at which a quorum is present.
SECTION 1.8 PROXIES.
(a) At any meeting of shareholders, any holder of shares entitled to
vote may designate, in a manner permitted by the laws of the State of
Nevada, another person or persons to act as proxy or proxies. No proxy is
valid after the expiration of six (6) months from the date of its
creation, unless it is coupled with an interest or unless otherwise
specified in the proxy. In no event shall the term of a proxy exceed seven
(7) years from the date of its creation. Subject to these restrictions,
every proxy properly created is not revoked and shall continue in full
force and effect until another instrument or transmission revoking it or a
properly created proxy bearing a later date is filed with or transmitted
to the secretary of the Corporation or another person or persons appointed
by the Corporation to count the votes of shareholders and determine the
validity of proxies and ballots.
(b) Without limiting the manner in which a shareholder may authorize
another person or persons to act on behalf thereof as proxy pursuant to
Section 1.8 (a), the following constitute valid means by which a
shareholder may grant such authority:
(i) a shareholder may execute a writing authorizing another
person or persons to act for that shareholder as proxy. Execution
may be accomplished by the signing of the writing by the shareholder
or his authorized officer, director, employee or agent or by causing
the signature of the shareholder to be affixed to the writing by any
reasonable means, including, but not limited to, a facsimile
signature;
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(ii) a shareholder may authorize another person or persons to
act for that shareholder as proxy by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic
transmission to the person who will be the holder of the proxy or to
a firm which solicits proxies or like agent who is authorized by the
person who will be the holder of the proxy to receive the
transmission. Any such telegram, cablegram or other means of
electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the
shareholder. If it is determined that the telegram, cablegram or
other electronic transmission is valid, the persons appointed by the
Corporation to count the votes of shareholders and determine the
validity of proxies and ballots or other persons making those
determinations must specify the information upon which they relied.
(c) Any copy, communication by telecopier, or other reliable
reproduction of the writing or transmission created pursuant to
subparagraph (b), may be substituted for the original writing or
transmission for any purposes for which the original writing or
transmission could be used, if the copy, communication by telecopier, or
other reproduction is a complete reproduction of the entire original
writing or transmission.
SECTION 1.9 ACTION TAKEN WITHOUT A MEETING.
(a) Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if a written consent thereto
is signed by the holders of the voting power of the Corporation that would
be required at a meeting to constitute the act of the shareholders. Any
action required or permitted to be taken by the holders of any class or
series of shares of the Corporation may be taken without a meeting if a
written consent thereto is signed by the holders of a majority of the
outstanding shares of such class or series, except that if a different
proportion of voting power is required for such an action, then the
written consent of the holders of that portion of the outstanding shares
of such class or series shall be required. Whenever action is taken by
written consent, a meeting of shareholders need not be called or notice
given. The written consent may be signed in counterparts and must be filed
with the minutes of the proceedings of the shareholders.
(b) The board of directors may determine the record date of the
written consent for the purpose of determining the shareholders entitled
to deliver a consent, which date shall be no more than sixty (60) days
prior to the date of the first written consent executed. If the board does
not set a record date, it shall be the date of receipt by the Corporation
of the first written consent.
(c) A written consent is not valid unless it is:
(i) Signed by the shareholder;
(ii) Dated, as to the date of the shareholder's signature;
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(iii) Delivered to the Corporation, in the manner prescribed
herein, within sixty (60) days after the earliest date that the
first shareholder signed and delivered the written consent. Delivery
of a written consent may be made personally, by certified or
registered mail, return receipt requested, by any receipted delivery
service or by facsimile transmission to the Corporation=s principal
place of business. Any certificate required to be filed with the
Secretary of State of the State of Nevada must state that the
written consent has been effected in accordance with the provisions
of the laws of the State of Nevada.
ARTICLE II
DIRECTORS
SECTION 2.1 NUMBER AND QUALIFICATION. Unless a larger number is required
by the laws of the State of Nevada or the Articles of Incorporation or until
changed in the manner provided herein, the Board of Directors of the Corporation
shall consist of two (2) classes, Class A, which shall consist of not fewer than
one (1) or more than six (6), and Class B, which shall consist of not fewer than
one (1) or more than three (3), subject to adjustment upon a Trigger Event, as
provided in the Articles of Incorporation, as amended. The exact number of
directors of each Class any time, removal of directors and filling vacancies on
the Board of Directors shall be determined or effected as provided in the
Articles of Incorporation, as amended from time to time.
SECTION 2.2 ANNUAL AND REGULAR MEETINGS. Immediately following the
adjournment of, and at the same place as, the annual or any special meeting of
the shareholders at which directors are elected, the Board of Directors,
including newly elected directors, shall hold its annual meeting without notice,
other than this provision, to elect officers and to transact such further
business as may be necessary or appropriate. The Board of Directors may provide
by resolution the place, date, and hour for holding regular meetings between
annual meetings.
SECTION 2.3 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the chairman or the president and shall be called by the
chairman, the president or the secretary upon the request of any two (2)
directors. If the chairman refuses or, if there is no chairman, if both the
president and secretary refuse or neglect to call such special meeting within
five (5) business days of the request, a special meeting may be called by notice
signed by any two (2) directors.
SECTION 2.4 PLACE OF MEETINGS. Any regular or special meeting of the
directors of the Corporation may be held at such place as the Board of Directors
may designate or, in the absence of such designation, at the place designated in
the notice calling the meeting.
SECTION 2.5 NOTICE OF MEETINGS.
(a) Except as otherwise provided in Section 2.7, there shall be
delivered to all directors, at least forty-eight (48) hours before the
time of a meeting, a copy of a written notice of the meeting, by delivery
of such notice personally, by mailing such notice postage prepaid, or by
telegraph or telecopier. Such notice shall be addressed to each director
at the address appearing on the records of the Corporation. If mailed, the
notice shall be deemed
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delivered on the date the same is deposited in the United States mail,
postage prepaid. Any director may waive notice of any meeting, and the
attendance of a director at a meeting and oral consent entered on the
minutes of the meeting or taking part in deliberations of the meeting
without objection shall constitute a waiver of notice of such meeting.
Attendance for the express purpose of objecting to the transaction of
business thereat because the meeting is not properly called or convenient
shall not constitute presence nor a waiver of notice for purposes hereof.
(b) Whenever all persons entitled to vote at any meeting of
directors consent, either by:
(i) A writing on the records of the meeting or filed with
the secretary; or
(ii) Presence at such meeting and oral consent entered on the
minutes; or
(iii) Taking part in the deliberations at such meeting without
objection;
the actions taken at such meeting shall be as valid as if such had
occurred at a meeting regularly called and noticed.
(c) At such meeting any business may be transacted that is not
excepted from the written consent or to the consideration of which no
objection for want of notice is made at the time.
(d) If any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of
the meeting may be ratified and approved and rendered likewise valid and
the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meeting.
(e) Such consent or approval may be by proxy or attorney, but all
such proxies and powers of attorney must be in writing.
SECTION 2.6 QUORUM; ADJOURNED MEETINGS.
(a) A majority of the directors in office, provided that each of
Class A and Class B has at least one (1) representative, at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of
business.
(b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn the meeting, from time to
time, until a quorum is present, and no notice of such adjournment shall
be required. At any adjourned meeting where a quorum is present, any
business may be transacted which could have been transacted at the meeting
originally called.
SECTION 2.7 BOARD OF DIRECTORS' DECISIONS. The affirmative vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
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SECTION 2.8 TELEPHONIC MEETINGS. Members of the Board of Directors or of
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or committee by means of a telephone conference or
similar method of communication by which all persons participating in such
meeting can hear each other. Participation in a meeting pursuant to this Section
2.13 constitutes presence in person at the meeting.
SECTION 2.9 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at a meeting of the Board of Directors or of a committee thereof, or by
any Class of Directors, may be taken without meeting if, before or after the
action, a written consent thereto is signed by all of the members of the Board
of Directors, the committee or such Class, as the case may be. The written
consent may be signed in counterparts and must be filed with the minutes of the
proceedings of the Board of Directors or committee. A telegram, telex,
cablegram, or similar transmission by a director or member of a committee, or a
photographic, photostatic, facsimile, or similar reproduction of a writing
signed by a director or member of a committee, shall be regarded as signed by
the director or member of a committee for purposes of this section.
SECTION 2.10 POWERS AND DUTIES. Except as otherwise restricted by Nevada
law or the Articles of Incorporation, as amended, the Board of Directors shall
have full control over the affairs of the Corporation. The Board of Directors
may delegate any of its authority to manage, control or conduct the business of
the Corporation to any standing or special committee or to any officer or agent
and to appoint any person to be agents of the Corporation with such powers,
including the power to subdelegate, and upon such terms as may be deemed fit.
SECTION 2.11 COMPENSATION. The directors and members of committees shall
be allowed and paid all necessary expenses incurred in attending any meetings of
the Board of Directors or committees. Unless otherwise provided in the Articles
of Incorporation, the Board of Directors may fix by resolution the compensation
of directors for services in any capacity.
SECTION 2.12 BOARD OF DIRECTORS' OFFICERS.
(a) At its annual meeting, the Board of Directors may elect from
among its members, a chairman who shall preside at meetings of the Board
of Directors and may preside at meetings of the shareholders. The Board of
Directors may also elect such other officers of the Board of Directors and
for such terms as it may from time to time deem advisable.
(b) Any vacancy in any office of the chairman of the Board of
Directors because of death, resignation, removal or otherwise may be
filled by the Board of Directors for the unexpired portion of the term of
such office.
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SECTION 2.13 COMMITTEES OF DIRECTORS; CONDUCT OF BUSINESS.
(a) The Board of Directors may, by resolution or resolutions passed
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall
have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and shall have
power to authorize the seal of the Corporation to 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 resolution adopted by the
Board of Directors.
(b) 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 the laws of the State of
Nevada. Adequate provisions shall be made for notice to members of all
meetings and all matters shall be determined by a majority vote of the
members present.
ARTICLE III
OFFICERS
SECTION 3.1 ELECTION. The Board of Directors, at its annual meeting, shall
elect a chairman of the board, a president and chief executive officer, a
secretary and a treasurer to hold office for a term of one (1) year or until
their successors are chosen and qualify. Any individual may hold two or more
offices. The Board of Directors may, from time to time, by resolution, elect one
or more vice-presidents, assistant secretaries and assistant treasurers and
appoint agents of the Corporation, prescribe their duties and fix their
compensation.
SECTION 3.2 REMOVAL; RESIGNATION. Any officer or agent elected or
appointed by the Board of Directors may be removed by it with or without cause.
Any officer may resign at any time upon written notice to the Corporation. Any
such removal or resignation shall be subject to the rights, if any, of the
respective parties under any contract between the Corporation and such officer
or agent.
SECTION 3.3 VACANCIES. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.
SECTION 3.4 CHAIRMAN OF THE BOARD. The chairman of the board shall, in the
absence of the president, preside at all meetings of the shareholders and of the
Board of Directors. The chairman of the board shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and the chairman of the board shall
have such other powers and duties as designated in accordance with these Bylaws
and as from time to time may be assigned to the chairman of the board by the
Board of Directors.
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SECTION 3.5 PRESIDENT.
(a) The president shall be the chief executive of the Corporation
(and, in his discretion, may use either title), subject to the supervision
and control of the Board of Directors, and shall have general executive
charge, management and control over the properties, business and
operations of the Corporation with all such powers as may be reasonably
incident to such responsibilities. The president may agree upon and
execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation and may sign all certificates
for shares of stock of the Corporation; and shall have such other powers
and duties as designated in accordance with these Bylaws and as from time
to time may be assigned to the president by the Board of Directors.
(b) The president shall have full power and authority on behalf of
the Corporation to attend and to act and to vote, or designate such other
officer or agent of the Corporation to attend and to act and to vote, at
any meetings of the shareholders of any corporation in which the
Corporation may hold stock and, at any such meetings, shall possess and
may exercise any and all rights and powers incident to the ownership of
such stock. The Board of Directors, by resolution from time to time, may
confer like powers on any person or persons in place of the president to
exercise such powers for these purposes.
SECTION 3.6 VICE-PRESIDENTS. Each vice-president shall at all times
possess power to sign all certificates, contracts and other instruments of the
Corporation, except as otherwise limited in writing by the Board of Directors or
the president of the Corporation. Each vice-president shall have such other
powers and duties as from time to time may be assigned to such vice-president by
the Board of Directors or the president.
SECTION 3.7 SECRETARY. The secretary shall keep the minutes of all
meetings of the Board of Directors, committees of the Board of Directors and the
shareholders, in books provided for that purpose; shall attend to the giving and
serving of all notices; may in the name of the Corporation affix the seal of the
Corporation to all contracts and attest to the affixation of the seal of the
Corporation thereto; may sign with the other appointed officers all certificates
for shares of stock of the Corporation; shall have charge of the certificate
books, transfer books and stock ledgers, and such other books and papers as the
Board of Directors may direct, all of which shall at all reasonable times be
open to inspection of any director at the office of the Corporation during
business hours; shall have such other powers and duties as designated in these
Bylaws and as from time to time may be assigned to the secretary by the Board of
Directors or the president; and shall in general perform all acts incident to
the office of secretary, subject to the control of the Board of Directors or the
president.
SECTION 3.8 ASSISTANT SECRETARIES. Each assistant secretary shall have the
usual powers and duties pertaining to such offices, together with such other
powers and duties as designated in these Bylaws and as from time to time may be
assigned to an assistant secretary by the Board of Directors, the president or
the secretary. The assistant secretaries shall exercise the powers of the
secretary during that officer's absence or inability or refusal to act.
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SECTION 3.9 TREASURER.
(a) The treasurer shall be the chief financial officer of the
Corporation (and, in his discretion, may use either title), subject to the
supervision and control of the Board of Directors, and shall have custody
of all the funds and securities of the Corporation. When necessary or
proper, the treasurer shall endorse on behalf of the Corporation for
collection checks, notes, and other obligations, and shall deposit all
monies to the credit of the Corporation in such bank or banks or other
depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the Corporation. Unless
otherwise specified by the Board of Directors, the treasurer may sign with
the president all bills of exchange and promissory notes of the
Corporation, shall also have the care and custody of the stocks, bonds,
certificates, vouchers, evidence of debts, securities, and such other
property belonging to the Corporation as the Board of Directors shall
designate, and shall sign all papers required by law, by these Bylaws, or
by Board of Directors to be signed by the treasurer. The treasurer shall
enter, or cause to be entered, regularly in the financial records of the
Corporation, to be kept for that purpose, full and accurate accounts of
all monies received and paid on account of the Corporation and, whenever
required by the Board of Directors, the treasurer shall render a statement
of any or all accounts. The treasurer shall at all reasonable times
exhibit the books of account to any director of the Corporation and shall
perform all acts incident to the position of treasurer subject to the
control of the Board of Directors.
(b) The treasurer shall, if required by the Board of Directors, give
bond to the Corporation in such sum and with such security as shall be
approved by the Board of Directors for the faithful performance of all the
duties of treasurer and for restoration to the Corporation, in the event
of the treasurer=s death, resignation, retirement or removal from office,
of all books, records, papers, vouchers, money and other property in the
treasurer=s custody or control and belonging to the Corporation. The
expense of such bond shall be borne by the Corporation.
SECTION 3.10 ASSISTANT TREASURERS. The Board of Directors may appoint one
or more assistant treasurers who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the treasurer. The Board of
Directors may require an assistant treasurer to give a bond to the Corporation
in such sum and with such security as it may approve, for the faithful
performance of the duties of assistant treasurer, and for restoration to the
Corporation, in the event of the assistant treasurer=s death, resignation,
retirement or removal from office, of all books, records, papers, vouchers,
money and other property in the assistant treasurer=s custody or control and
belonging to the Corporation. The expense of such bond shall be borne by the
Corporation.
SECTION 3.11 COMPENSATION. The Board of Directors shall have the power to
fix the compensation of officers directly or by delegation of such authority
which may be either general or specific.
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ARTICLE IV
CAPITAL STOCK
SECTION 4.1 ISSUANCE. Shares of the Corporation's authorized stock shall,
subject to any provisions or limitations of the laws of the State of Nevada, the
Articles of Incorporation or any contracts or agreements to which the
Corporation may be a party, be issued in such manner, at such times, upon such
conditions and for such consideration as shall be prescribed by the Board of
Directors.
SECTION 4.2 CERTIFICATES. Ownership in the Corporation shall be evidenced
by certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, shall be under the seal of the Corporation and shall be
manually signed by the president or a vice-president and also by the secretary
or an assistant secretary; provided, however, whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of said officers of the
Corporation may be printed or lithographed upon the certificate in lieu of the
actual signatures. If the Corporation uses facsimile signatures of its officers
on its stock certificates, it shall not act as registrar of its own stock, but
its transfer agent and registrar may be identical if the institution acting in
those dual capacities countersigns any stock certificates in both capacities.
Each certificate shall contain the name of the record holder, the number,
designation, if any, class or series of shares represented, a statement or
summary of any applicable rights, preferences, privileges or restrictions
thereon, and a statement, if applicable, that the shares are assessable. All
certificates shall be consecutively numbered. If provided by the shareholder,
the name, address and federal tax identification number of the shareholder, the
number of shares, and the date of issue shall be entered in the stock transfer
records of the Corporation.
SECTION 4.3 SURRENDERED, LOST OR DESTROYED CERTIFICATES. All certificates
surrendered to the Corporation, except those representing shares of treasury
stock, shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefor. However, any shareholder applying for the issuance of a stock
certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the Corporation
with the shareholder=s affidavit of the facts surrounding the loss, theft,
destruction or mutilation and, if required by the Board of Directors, an
indemnity bond in an amount not less than twice the current market value of the
stock, and upon such terms as the treasurer or the Board of Directors shall
require, to indemnify the Corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a replacement
certificate.
SECTION 4.4 REPLACEMENT CERTIFICATE. When the Articles of Incorporation
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the Corporation or it becomes
desirable for any reason, in the discretion of the Board of Directors,
including, without limitation, the merger of the Corporation with another
corporation or the reorganization of the Corporation, to cancel any outstanding
certificate for shares and issue a new certificate therefor conforming to the
rights of the holder, the Board of Directors may order any holders of
outstanding certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors. The
order may provide that a holder of any certificate(s) ordered to be surrendered
shall not be entitled to vote, receive distributions or exercise any other
rights of shareholders of record until the holder has complied with the order,
but the order operates to suspend such rights only after notice and until
compliance.
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SECTION 4.5 TRANSFER OF SHARES. No transfer of stock shall be valid as
against the Corporation except on surrender and cancellation of the certificates
therefor accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer in the records of the
Corporation.
SECTION 4.6 TRANSFER AGENT; REGISTRARS. The Board of Directors may appoint
one or more transfer agents, transfer clerks and registrars of transfer and may
require all certificates for shares of stock to bear the signature of such
transfer agent, transfer clerk and/or registrar of transfer.
SECTION 4.7 MISCELLANEOUS. The Board of Directors shall have the power and
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the Corporation's stock.
ARTICLE V
DISTRIBUTIONS
SECTION 5.1 Distributions may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance of a record date, as provided in Section l.6, prior to the
distribution for the purpose of determining shareholders entitled to receive any
distribution.
ARTICLE VI
RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS
SECTION 6.1 RECORDS. All original records of the Corporation shall be kept
by or under the direction of the secretary or at such places as may be
prescribed by the Board of Directors.
SECTION 6.2 DIRECTORS' AND OFFICERS' RIGHT OF INSPECTION. Every director
and officer shall have the absolute right at any reasonable time for a purpose
reasonably related to the exercise of such individual's duties to inspect and
copy all of the Corporation's books, records, and documents of every kind and to
inspect the physical properties of the Corporation and its subsidiary
corporations. Such inspection may be made in person or by agent or attorney.
SECTION 6.3 CORPORATE SEAL. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Use or non-use of a seal shall
not in any way affect the legality of any document.
SECTION 6.4 FISCAL YEAR-END. The fiscal year-end of the Corporation shall
be such date as may be fixed from time to time by resolution of the Board of
Directors.
SECTION 6.5 RESERVES. The Board of Directors may create, by resolution,
such reserves as the directors may, from time to time, in their discretion,
think proper to provide for contingencies, or to equalize distributions or to
repair or maintain any property of the Corporation, or for such other
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purpose as the Board of Directors may deem beneficial to the Corporation, and
the directors may modify or abolish any such reserves in the manner in which
they were created.
ARTICLE VII
INDEMNIFICATION, INSURANCE AND OTHER FINANCIAL ARRANGEMENTS
SECTION 7.1 INDEMNIFICATION.
(a) The Corporation shall indemnify any Director of the Corporation
who was or is a party (whether plaintiff, defendant or third party) or
witness, or is threatened to be made a party or witness to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of
the Corporation, by reason of the fact that the Director is or was a
director, officer, shareholder, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise (whether or not for profit), or by reason of anything done or
not done by the Director in any such capacity or capacities, against
expenses, including attorneys= fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Director in connection
with the action, suit or proceeding if the Director acted in good faith
and in a manner which he or she 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 or
her conduct was illegal. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and that, with respect to an criminal action or proceeding,
he or she had reasonable cause to believe that his or her conduct was
unlawful.
The Corporation shall indemnify any Director of the Corporation who
was or is a party (whether plaintiff, defendant or third party) or
witness, or is threatened to be made a party or witness 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 the Director
is or was a director, officer, shareholder, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (whether or not for profit), or by reason of anything
done or not done by the Director in any such capacity or capacities,
against expenses, including amounts paid in settlement and attorneys= fees
actually and reasonably incurred by the Director in connection with the
defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation. Indemnification may 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 the action or suit was
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brought or other court of competent jurisdiction determines, upon
application, that in view of all of the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.
The expenses of Directors incurred in defending a civil or criminal
action, suit or proceeding shall 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
to repay the amount if it is ultimately determined by a court of competent
jurisdiction that the Director is not entitled to be indemnified by the
Corporation. The provisions of this paragraph do not affect any rights to
advancement of expenses to which corporate personnel other than Directors
may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized by this
Article:
(i) Does not exclude any other rights to which a Director
seeking indemnification or advancement of expenses may be entitled
under any other Article of these Bylaws, the Articles of
Incorporation, agreement, vote of shareholders or disinterested
directors, insurance policy or otherwise, for either an action in
his or her official capacity or an action in another capacity while
holding his or her office, except that indemnification, unless
ordered by a court or for the advancement of expenses made pursuant
to this Article, may not be made to or on behalf of any Director if
a final adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violations of
the law and was material to the cause of action.
(ii) Continues for a person who has ceased to be a director or
officer and inures to the benefit of the estate, spouse, heirs,
executors, administrators and personal representatives of such a
person.
Any change or amendment in these Bylaws that would adversely affect
the rights granted to the indemnified person shall be prospective only and
shall not be operative to adversely affect any rights of any person
entitled to indemnification hereunder.
SECTION 7.2 INSURANCE. The Corporation shall use its best efforts to
purchase and maintain insurance or make other financial arrangements on behalf
of any Director who is or was a director, officer, shareholder, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise (whether or not for profit), or by reason of anything done or not
done by the Director in any such capacity or capacities, for any liability
asserted against him and liability and expenses incurred by him in his capacity
as a director, officer, shareholder, employee or agent, or arising out of his
status as such, whether or not the Corporation has the authority to indemnify
him against such liability and expenses.
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SECTION 7.3 OTHER FINANCIAL ARRANGEMENTS.
The other financial arrangements which may be made by the Corporation
pursuant to part (b) above may include, but are not limited to, the following:
(a) The creation of a trust fund;
(b) The establishment of a program of self-insurance;
(c) The securing of its obligations of indemnification by granting a
security interest or other lien on any assets of the Corporation; or
(d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this part (c) may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.
Any insurance or other financial arrangement made on behalf of a person
pursuant to this Article may be provided by the Corporation or any other person
approved by the Board of Directors, even if all of the other person=s stock or
other securities is owned by the Corporation.
SECTION 7.4 GENERAL.
In the absence of intentional misconduct, fraud or a knowing violation of
law:
(a) The decision of the Board of Directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement
made pursuant to parts (b) and (c) above and the choice of the person to
provide the insurance or other financial arrangement is conclusive; and
(b) The insurance or other financial arrangement:
(i) Is not void or voidable; and
(ii) Does not subject any director approving it to personal
liability for his or her action, even if a director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
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ARTICLE VIII
AMENDMENT OR REPEAL
SECTION 8.1 AMENDMENT. Except as otherwise restricted in the Articles
of Incorporation or these Bylaws:
(a) Subject to any Bylaws adopted by the shareholders of the
Corporation, any provision of these Bylaws may be altered, amended or
repealed at the annual or any regular meeting of the Board of Directors
without prior notice, or at any special meeting of the Board of Directors
if notice of such alteration, amendment or repeal is contained in the
notice of such special meeting.
(b) These Bylaws may also be altered, amended, or repealed at a duly
convened meeting of the shareholders by the affirmative vote of the
holders of a majority percent of the voting power of the Corporation
issued and outstanding and entitled to vote.
CERTIFICATION
The undersigned duly elected secretary of the Corporation does hereby
certify that the foregoing Bylaws were adopted by the Board of Directors on the
8th day of November, 1999.
/s/ JERRY M. CREWS
Jerry M. Crews, Secretary
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