Exhibit 3.2
BYLAWS
of
CREST VIEW INC.
(a Nevada corporation)
(as amended through September 30, 2001)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of this corporation
shall be in the County of Clark, City of Henderson, State of Nevada.
Section 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 II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. All meetings of the stock-holders for the
election of directors or for any other purpose shall be held at any such place,
either within or without the State of Nevada, as shall be designated from time
to time by the Board of Directors and stated in the notice of meeting or in a
duly executed waiver thereof.
Section 2. Annual Meeting. An annual meeting of stockholders shall be held
for the election of directors at such date, time and place, either within or
without the State of Nevada, as may be designated by resolution of the Board of
Directors (the "Board") from time to time. Any other proper business may be
transacted at the annual meeting.
Section 3. Special Meetings. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board of
Directors or the Chairman of the Board, if one shall have been elected, or the
President.
Section 4. Notice of Meetings. Except as otherwise expressly required by
statute, written notice of each annual and special meeting of the stockholders
stating the date, place and hour of the meeting, and, in the case of a special
meeting; the purpose or purposes for which the meeting is called, shall be given
to each stockholder of record entitled to vote thereat not less than ten (10) or
more that sixty (60) days before the date of the meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice. Notice shall be given personally or by mail and, if by mail, shall
be sent in a postage prepaid envelope, addressed to the stockholder at his
address as it appears on the records of the Corporation. Notice by mail shall be
deemed given at the time when the same shall be deposited in the United States
mail, postage prepaid. Notice of
any meeting shall not be required to be given to any person who attends such
meeting, except when such person attends the meeting in person or by proxy for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, or who, either before or after the meeting, shall submit a signed
written waiver of notice, in person or by proxy. Neither the business to be
transacted at, nor the purpose of, an annual or special meeting of stockholders
need be specified in any written waiver of notice.
Section 5. List of Stockholders. Not less than 10 days prior to the date of
any meeting of stockholders, the Secretary of the corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of meeting, or (b) if not so specified, at the place where the meeting is to be
held. The list also shall be available for inspection by stockholders at the
time and place of the meeting.
Section 6. Quorum. Except as provided by law, the Certificate of
Incorporation or these Bylaws, at each meeting of stockholders, the presence in
person or by proxy of the holders of a majority of the issued and outstanding
shares of stock entitled to vote shall constitute a quorum for the transaction
of any business. In the absence of a quorum, holders of a majority of the shares
of stock entitled to vote present in person or by proxy, or, if no stockholders
are present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting from time to time in the manner provided in
Section 4 of Article II of these Bylaws until a quorum is present.
Section 7. Organization. Meetings of stockholders shall be presided over by
the President, or in his absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.
Section 8. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.
Section 9. Voting. Except as otherwise provided by statute or the
Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of the stockholders to one vote for each share of
capital stock of the Corporation standing in his name on the record of
stockholders of the Corporation:
(a) on the date fixed pursuant to the provisions of Section 6 of
Article V of these Bylaws as the record date for the determination of the
stockholders who shall be entitled to notice of and to vote at such
meeting; or
(b) if no such record date shall have been so fixed, then at the close
of business on the date next preceding the day on which notice thereof
shall be given, or, if notice is
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waived, at the close of business on the date next preceding the day on
which the meeting is held.
Each stockholder entitled to vote at any meeting of the stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in- fact but no proxy shall be voted after three
years from its date, unless the proxy provides f or a longer period. Any such
proxy shall be delivered to the secretary of the meeting at or prior to the time
designated in the order of business for so delivering such proxies. when a
quorum is present at any meeting, the vote of the holders of a majority of the
voting power of the issued and outstanding stock of the Corporation entitled to
vote thereon, present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of statute or of the Certificate of Incorporation or of these
Bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question. Unless required by statute, or
determined by the chairman of the meeting to be advisable, the vote on any
question need not be by ballot. on a vote by ballot, each ballot shall be signed
by the stockholder voting, or by his proxy, if there be such proxy, and shall
state the number of shares voted.
Section 10. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and at the
request of any stockholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. Inspectors may, but need not, be
stockholders.
Section 11. Action by Consent without a Meeting. Unless otherwise provided
in the Certificate of Incorporation, any action required or permitted to be
taken at any annual or special meeting of stockholders of the Corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voting. Prompt notice of the taking of
any such action shall be given to those stockholders who did not consent in
writing.
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ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business of the Corporation shall be managed
by the Board of Directors. The Board of Directors may exercise all such
authority and powers of the Corporation, and do all such lawful acts and things
as are not by statute or the Certificate of Incorporation directed or required
to be exercised or done by the stockholders.
Section 2. Number, Qualification, Election & Term of Directors. The
business of the Corporation shall be managed by the Board of Directors. The
Board of Directors shall consist of not more than fifteen nor less than one
director, as fixed from time to time by resolution of the Board. The number of
directors may be changed by a resolution of a majority of the directors then in
office or by the stockholders, but no decrease may shorten the term of any
incumbent director. Directors shall be elected at each annual meeting of
stockholders by a plurality of the votes cast and shall hold office until the
election and qualification of their respective successors, or if earlier, their
death, resignation or removal in accordance with the provisions of Section 9 of
Article III of these Bylaws, or as otherwise provided by law or the Certificate
of Incorporation.
Section 3. Place of Meetings. Meetings of the Board of Directors shall be
held at such place or places, within or without the State of Nevada, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.
Section 4. Annual and Regular Meetings. Annual meetings of the Board for
the election of officers and consideration of other matters may be held either
within or without the State of Nevada and shall be held either (a) without
notice immediately after the annual meeting of stockholders and at the same
place, or (b) as soon as practicable after the annual meeting of stockholders,
on notice as provided in Section 5 of Article III of these Bylaws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for the regular meeting is a legal holiday,
the meeting shall be held on the next business day.
Section 5. Special Meetings. Special meetings of the Board may be held at
any time and place within or without the State of Nevada whenever called by the
Chairman of the Board, the Vice Chairman of the Board, the Chief Executive
Officer, the President or by a majority of the directors. Only business related
to the purposes set forth in the notice of meeting may be transacted at a
special meeting.
Section 6. Notice of Meetings. Notice of the time and place of each special
meeting of the Board, and of each annual meeting not held immediately after the
annual meeting of stockholders and at the same place, shall be given to each
director by mailing it to him at his residence or usual place of business at
least three days before the meeting, or by delivering, telephoning or faxing it
to him at least 24 hours before the meeting. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called. Notice of
any adjourned meeting need not be given, other than by announcement at the
meeting at which the adjournment is taken.
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Section 7. Quorum and Manner of Acting. A majority of the directors then in
office shall constitute a quorum for the transaction of business at any meeting,
except as provided in Section 7 of Article III of these Bylaws. In the absence
of a quorum, a majority of the directors present may adjourn any meeting from
time to time until a quorum is present. Action of the Board shall be authorized
by the vote of a majority of the directors present at the time of the vote if
there is a quorum, unless otherwise provided by law, these Bylaws or the
Certificate of Incorporation.
Section 8. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his absence, the Vice Chairman
of the Board, or in his absence, the Chief Executive Officer, or in his absence,
the President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.
Section 9. Resignation and Removal of Directors. Any director may resign at
any time by delivering his resignation in writing to the Chairman of the Board,
the Vice Chairman of the Board, the Chief Executive Officer, the President or
the Secretary of the Corporation, to take effect at the time specified in the
resignation, and the acceptance of a resignation, unless required by its terms,
shall not be necessary to make it effective. Except as otherwise provided by law
or in the Certificate of Incorporation, any or all of the directors may be
removed at any time, either with or without cause, by vote of a majority of the
shares then entitled to vote for the election of directors.
Section 10. Vacancies. Any vacancy in the Board, including one created by
an increase in the number of directors, may be filled by a majority vote of the
remaining directors, although such majority is less than a quorum, or by a
plurality of the votes cast at a meeting of the stockholders, which may be an
annual meeting or a special meeting called for that purpose, and each director
so elected shall hold office until the expiration of the term of the director
whom he has replaced or until his successor is elected and qualified, or if
earlier, his death, resignation or removal in accordance with the provisions of
Section 9 of Article III of these Bylaws, or as otherwise provided by law or the
Certificate of Incorporation.
Section 11. Compensation. Directors shall receive such compensation as the
Board determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties. A director also may be paid for
serving the Corporation, its affiliates or subsidiaries in other capacities.
Section 12. Committees. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
including any executive committee, each committee to consist of three or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Except to the extent restricted by
statute or the Certificate of Incorporation, each such committee, to the extent
provided in the resolution creating it, shall have and may exercise all the
authority of the Board of Directors. Each such committee shall serve at the
pleasure of the Board of Directors and have such name as may be determined from
time to time to be affixed to all papers which require it. Each such committee
shall serve at the pleasure of the Board of Directors and have such name as may
be determined from time
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to time by resolution adopted by the Board of Directors. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors.
Section 13. Participation in Board or Committee Meetings by Conference
Telephone. Any or all members of the Board or of any committee of the Board may
participate in a meeting of the Board or of the committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at the meeting.
Section 14. Action By Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written consents
thereto by the members of the Board of Directors or such committee shall be
filed with the minutes of the proceedings of the Board of Directors or such
committee.
ARTICLE IV
OFFICERS
Section 1. Number and Qualifications. The officers of the Corporation shall
be elected by the Board of Directors and shall include the President, one or
more vice-Presidents, the Secretary, the Treasurer, a Resident Agent and any
such other officers as may be deemed necessary. If the Board of Directors wishes
it may also elect other officers (including one or more Assistant Treasurers and
one or more Assistant Secretaries), as may be necessary or desirable for the
business of the Corporation. Any two or more offices may be held by the same
person. Each officer shall hold office until the first meeting of the Board of
Directors following the next annual meeting of the stockholders, and until his
successors shall have been elected and shall have qualified, or until his death,
or until he shall have resigned or have been removed, as hereinafter provided in
these Bylaws.
Section 2. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or
the President or the Secretary. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon its receipt. Unless otherwise specified
therein, the acceptance of any such resignation shall not be necessary to make
it effective.
Section 3. Removal. Any officer of the Corporation may be removed, either
with or without cause, at any time, by the Board of Directors at any meeting
thereof.
Section 4. Chairman of the Board. The Chairman of the Board shall be a
member of the Board of Directors and, if present, shall preside at each meeting
of the Board of Directors or the stockholders. The Chairman of the Board shall
not be an officer of the Corporation.
Section 5. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall be the chief executive officer of the Corporation, shall
supervise and direct the business and affairs
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of the Corporation, subject to the control of the Board of Directors, and shall
have such other powers and duties as the Board assigns to him.
Section 6. President. The President shall perform all duties incident to
the office of President and such other duties as may from time to time be
assigned to him by the Board of Directors or the Chief Executive Officer. He
shall, in the absence of the Chairman of the Board or if a Chairman of the Board
shall not have been elected, preside at each meeting of the Board of Directors
or the stockholders.
Section 7. Vice-Presidents. Each vice-President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors or
the President. At the request of the President or in his absence or in the event
of his inability or refusal to act, the Vice-President, or if there shall be
more than one, the Vice-Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the vice-Presidents in the
order of their election) , shall perform the duties of the President, and, when
so acting, shall have the powers of and be subject to the restrictions placed
upon the President in respect of the performance of such duties.
Section 8. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all the funds
and securities of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;
(c) deposit all moneys and other valuables to the credit of the
Corporation in such depositaries as may be designated by the Board of
Directors or pursuant to its direction;
(d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the
investments of its funds, taking proper vouchers therefor;
(f) render to the Board of Directors, whenever the Board of Directors
may require, an account of the financial condition of the Corporation; and
(g) in general, perform all duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 9. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board of Directors, the
committees of the Board of Directors and the stockholders;
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(b) see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law;
(c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all certificates for shares of the Corporation
(unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly
kept and filed; and
(e) in general, perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 10. Assistant Treasurer. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
Section 11. Assistant Secretary. The Assistant Secretary, or if there shall
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election) , shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
Section 12. Officers' Bonds or Other Security. If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
or sureties as the Board of Directors may require.
Section 13. Compensation. The Board may fix the officers' salaries, if any,
or it may authorize the Chairman of the Board or the President to fix the salary
of any other officer.
ARTICLE V
SHARES
Section 1. Certificates. The Corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by the President or a Vice President and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, and shall be sealed with
the Corporation's seal or a facsimile of the seal. Any or all of the signatures
on the certificate may be a facsimile.
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Section 2. Books of Account and Record of Stockholders. There shall be kept
correct and complete books and records o account of all the business and
transactions of the Corporation There shall also be kept, at the office of the
Corporation, in the State of Nevada, or such other State as determined by the
Corporation, or at the office of its transfer agent in said State, a record
containing the names and addresses of all stockholders of the Corporation, the
number of shares held by each, and the dates when they became the holders of
record thereof.
Section 3. Transfer of Shares. Transfer of shares of the Corporation shall
be made on the records of the Corporation only upon authorization by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent,
and on surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the payment
of all taxes thereon. The person in whose names shares shall stand on the record
of stockholders of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares shall be
made for collateral security and not absolutely and written notice thereof shall
be given to the Secretary or to a transfer agent, such fact shall be noted on
the records of the Corporation.
Section 4. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars and may require all certificates for shares of
stock to bear the signature of any of them.
Section 5. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation.
Section 6. Fixing of Record Date. The Board of Directors may fix, in
advance, a date not more than sixty (60) nor less than ten (10) days before the
date then fixed for the holding of any meeting of the stockholders or before the
last day on which the consent or dissent of the stockholders may be effectively
expressed for any purpose without a meeting, as the time as of which the
stockholders entitled to notice of and to vote at such meeting or whose consent
or dissent is required or may be expressed for any purpose, as the case may be,
shall be determined, and all persons who were stockholders of record of voting
shares at such time, and no others, shall be entitled to notice of and to vote
at such meeting or to express their consent or dissent, as the case may be. The
Board of Directors may fix, in advance, a date not more than sixty (60) nor less
than ten (10) days preceding the date fixed for the payment of any dividend or
the making of any distribution or the allotment of rights to subscribe for
securities of the Corporation, or for the delivery of evidence of rights or
evidences of interests arising out of any change, conversion or exchange of
shares or other securities, as the record date for the determination of the
stockholders entitled to receive any such dividend, distribution, allotment,
rights or interests, and in such case only the stockholders of record at the
time so fixed shall be entitled to receive such dividend, distribution,
allotment, rights or interests.
Section 7. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost,
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stolen or destroyed, and the Corporation may require the owner of any lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of any new certificate.
ARTICLE VI
INDEMNIFICATION
Section 1. The Corporation may indemnify any person who was or is a party
or is threatened to be made a party 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 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, does 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.
Section 2. The Corporation may indemnify any person who was or is 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 attorneys' 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
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 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 3. Any discretionary indemnification under this Article VI, unless
ordered by a court or advanced pursuant to Section 4 of this Article VI, may be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made:
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(a) by the stockholders;
(b) by the Board of Directors by majority vote of a quorum consisting
of directors who were not parties to the action, suit or proceeding;
(c) if a majority vote of a quorum consisting of directors who were
not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(d) if a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.
Section 4. The Corporation may pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding 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 the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
Corporation.
ARTICLE VII
MISCELLANEOUS
Section 1. Dividends. Subject to statute and the Certificate of
Incorporation, dividends upon the shares of the Corporation may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, in property or in shares of the Corporation, unless otherwise provided
by statute or the Certificate of Incorporation.
Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors may, from time to time, in its absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation or
for such other purpose as the Board of Directors may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish any
such reserves in the manner in which it was created.
Section 3. Seal. The corporate seal shall bear the Corporation's name and
the year and state in which it was incorporated.
Section 4. Fiscal Year. The Board, by resolution, may determine the
Corporation's fiscal year. Until changed by the Board, the Corporation's fiscal
year shall be the calendar year.
Section 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by
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the Board of Directors or by an officer or officers authorized by the Board of
Directors to make such designation.
Section 6. Execution of Contracts, Deeds, Etc. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the Corporation to enter into or, execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.
Section 7. Voting of Stocks in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, or the President, from time to
time, may (or may appoint one or more attorneys or agents to) cast the vote
which the Board of Directors may be entitled to cast as a stockholder or
otherwise in any other corporation, any of whose shares or securities may be
held by the corporation, at meetings of the holders of the shares or other
securities of such other corporation, or to consent in writing to any action by
any such other corporation. In the event one or more attorneys or agents are
appointed, the President may instruct the person or persons so appointed as to
the manner of casting such votes or giving such consent. The President may, or
may instruct the attorneys or agents appointed to, execute or cause to be
executed in the name and on behalf of the corporation and under its seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the premises.
ARTICLE VIII
AMENDMENTS
These Bylaws may be amended or repealed or new Bylaws may be adopted at any
annual or special meeting of stockholders at which time a quorum is present or
represented, by the vote of the holders of shares entitled to vote in the
election of directors provided that notice of the proposed amendment or repeal
or adoption of new Bylaws is contained in the notice of such meeting. These
Bylaws may also be amended or repealed or new Bylaws may be adopted by the Board
at any regular or special meeting of the Board of Directors, provided, however,
that any Bylaw adopted, amended or repealed by the stockholders may only be
amended, repealed or modified by the adoption of any new Bylaw, as the case may
be, by the stockholders. Bylaws adopted by the Board of Directors may be amended
or repealed by the stockholders. If any Bylaw regulating an impending election
of directors is adopted, amended or repealed by the Board of Directors, there
shall be set forth in the notice of the next meeting of the stockholders for the
election of directors the Bylaw so adopted, amended or repealed, together with a
concise statement of the changes made.
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