BYLAWS
OF
CAVION TECHNOLOGIES, INC.
TABLE OF CONTENTS
Page
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ARTICLE I SHAREHOLDERS 1
1. Annual Shareholders' Meeting 1
2. Special Shareholders' Meeting 1
3. Record Date for Determination of Shareholders 1
4. Voting List 2
5. Notice to Shareholders 2
6. Quorum and Manner of Acting 3
7. Voting Entitlement of Shares 4
8. Proxies; Acceptance of Votes and Consents 4
9. Waiver of Notice 4
10. Action by Shareholders Without a Meeting 5
11. Meetings by Telecommunications 5
12. Conduct of Meetings 5
ARTICLE II DIRECTORS 5
1. Authority of the Board of Directors 5
2. Number 6
3. Qualification 6
4. Election 6
5. Term 6
6. Resignation 6
7. Removal 6
8. Vacancies 6
9. Meetings 7
10. Notice of Special Meeting 7
11. Quorum 7
12. Waiver of Notice 8
13. Attendance by Telephone 8
14. Deemed Assent to Action 8
15. Action by Directors Without a Meeting 8
ARTICLE III COMMITTEES OF THE BOARD OF DIRECTORS 9
1. Committees of the Board of Directors 9
ARTICLE IV OFFICERS 10
1. General 10
2. Term 10
3. Removal and Resignation 10
4. President 10
5. Vice President 11
6. Secretary 11
7. Assistant Secretary 11
8. Chief Financial Officer 12
9. Compensation 12
ARTICLE V INDEMNIFICATION 12
1. Indemnification 12
2. Insurance 12
3. Notice to Shareholders of Indemnification of Director 13
4. Indemnification Nonexclusive; Inurement 13
ARTICLE VI SHARES 13
1. Certificates 13
2. Facsimile Signatures 14
3. Transfers of Shares 14
4. Shares Held For Account of Another 14
ARTICLE VII MISCELLANEOUS 15
1. Corporate Seal 15
2. Fiscal Year 15
3. Receipt of Notices by the Corporation 15
4. Amendment of Bylaws 15
BYLAWS
OF
CAVION TECHNOLOGIES, INC.
ARTICLE I
SHAREHOLDERS
1. ANNUAL SHAREHOLDERS' MEETING. The annual shareholders' meeting
shall be held on the date and at the time and place fixed from time to
time by the board of directors; provided, however, that the first annual
meeting shall be held on a date that is within six months after the close
of the first fiscal year of the Corporation, and each successive annual
meeting shall be held on a date that is within the earlier of six months
after the close of the last fiscal year or fifteen months after the last
annual meeting.
2. SPECIAL SHAREHOLDERS' MEETING. A special shareholders' meeting
for any purpose or purposes may be called by the board of directors or the
president. The Corporation shall also hold a special shareholders'
meeting in the event it receives one or more written demands for the
meeting, stating the purpose or purposes for which it is to be held,
signed and dated by the holders of shares representing not less than ten
percent of all of the votes entitled to be cast on any issue proposed to
be considered at the meeting. Special meetings shall be held at the
principal office of the Corporation or at such other place as the board of
directors or the president may determine.
3. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS.
(a) In order to make a determination of shareholders entitled
to notice of or to vote at any shareholders' meeting or at any adjournment
of a shareholders' meeting, entitled to demand a special shareholders'
meeting, entitled to take any other action, entitled to receive payment
of a share dividend or a distribution or for any other purpose, the board
of directors may fix a future date as the record date for such
determination of shareholders. The record date may be fixed not more than
seventy days and not less than ten days before the date of the proposed
action.
(b) Unless otherwise specified when the record date is fixed,
the determination of shareholders shall be as of the Corporation's close
of business on the record date.
(c) A determination of shareholders entitled to be given notice
of or to vote at a shareholders' meeting is effective for any adjournment
of the meeting unless the board of directors fixes a new record date,
which the board shall do if the meeting is adjourned to a date more than
one hundred twenty days after the date fixed for the original meeting.
(d) If no record date is otherwise fixed, the record date for
determining shareholders entitled to be given notice of and to vote at an
annual or special shareholders' meeting is the day before the first notice
is given to shareholders.
(e) The record date for determining shareholders entitled to
take action without a meeting pursuant to Section 10 of this Article is
the date upon which the first writing necessary to effect the action is
received by the Corporation.
4. VOTING LIST.
(a) After a record date is fixed for a shareholders' meeting,
the Corporation shall prepare a list of the names of all its shareholders
who are entitled to be given notice of the meeting. The list shall be
arranged by voting groups and within each voting group by class or series
of shares, shall be alphabetical within each class or series, and shall
show the address of, and the number of shares of each such class and
series that are held by, each shareholder.
(b) The shareholders' list shall be available for inspection by
any shareholder, beginning the earlier of ten days before the meeting for
which the list was prepared or two business days after notice of the
meeting is given and continuing through the meeting, and any adjournment
thereof, at the Corporation's principal office or at a place identified in
the notice of the meeting in the city where the meeting will be held.
(c) The Corporation shall make the shareholders' list available
at the meeting, and any shareholder or agent or attorney of a shareholder
is entitled to inspect the list at any time during the meeting or any
adjournment.
5. NOTICE TO SHAREHOLDERS.
(a) The Corporation shall give notice to shareholders of the
date, time and place of each annual and special shareholders' meeting no
fewer than ten nor more than sixty days before the date of the meeting;
except that, if the Articles of Incorporation are to be amended to
increase the number of authorized shares, at least thirty days' notice
shall be given. Except as otherwise required by the Colorado Business
Corporation Act, the Corporation shall be required to give such notice
only to shareholders entitled to vote at the meeting.
(b) Notice of an annual shareholders' meeting need not include
a description of the purpose or purposes for which the meeting is called
unless a purpose of the meeting is to consider an amendment to the
Articles of Incorporation, a restatement of the Articles of Incorporation,
a plan of merger or share exchange, disposition of substantially all of
the property of the Corporation, consent by the Corporation to the
disposition of property by another entity, or dissolution of the
Corporation.
(c) Notice of a special shareholders' meeting shall include a
description of the purpose or purposes for which the meeting is called.
(d) Notice of a shareholders' meeting shall be in writing and
shall be given
(1) by deposit in the United States mail, properly
addressed to the shareholder's address shown in the Corporation's current
record of shareholders, first class, postage prepaid, and, if so given,
shall be effective when mailed; or
(2) by telegraph, teletype, electronically transmitted
facsimile, electronic mail, mail or private carrier or by personal
delivery to the shareholder, and, if so given, shall be effective when
actually received by the shareholder.
(e) If an annual or special shareholders' meeting is adjourned
to a different date, time or place, notice need not be given of the new
date, time or place if the new date, time or place is announced at the
meeting before adjournment; provided, however, that, if a new record date
for the adjourned meeting is fixed pursuant to Section 3(c) of this
Article, notice of the adjourned meeting shall be given to persons who are
shareholders as of the new record date.
(f) If three successive notices are given by the Corporation,
whether with respect to a shareholders' meeting or otherwise, to a
shareholder and are returned as undeliverable, no further notices to such
shareholder shall be necessary until another address for the shareholder
is made known to the Corporation.
6. QUORUM AND MANNER OF ACTING.
(a) Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. A majority of the votes entitled to be cast
on the matter by the voting group shall constitute a quorum of that voting
group for action on the matter. If a quorum does not exist with respect
to any voting group, the president or any shareholder or proxy that is
present at the meeting, whether or not a member of that voting group, may
adjourn the meeting to a different date, time or place, notice need not be
given of the new date, time or place if the new date, time or place is
announced at the meeting before adjournment. If a new record date for the
adjourned meeting is or must be fixed pursuant to Section 3(c) of this
Article, notice of the adjourned meeting shall be given pursuant to
Section 5 of this Article to persons who are shareholders as of the new
record date. At any adjourned meeting at which a quorum exists, any
matter may be acted upon that could have been acted upon at the meeting
originally called; provided, however, that if new notice is given of the
adjourned meeting, then such notice shall state the purpose or purposes of
the adjourned meeting sufficiently to permit action on such matters. Once
a share is represented for any purpose at a meeting, including the purpose
of determining that a quorum exists, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or shall be set for that adjourned
meeting.
(b) If a quorum exists, action on a matter other than the
election of directors is approved if the votes cast by the shareholders
favoring the action exceed the votes cast by the shareholders opposing the
action, unless the vote of a greater number is required by law, the
Articles of Incorporation or any shareholder agreement among the
shareholders of the Corporation. At each election of directors, that
number of candidates equaling the number of directors to be elected,
having the highest number of votes cast in favor of their election, shall
be elected to the board of directors.
7. VOTING ENTITLEMENT OF SHARES. Except as stated in the Articles
of Incorporation, each outstanding share, regardless of class, is entitled
to one vote and each fractional share is entitled to a corresponding
fractional vote, on each matter voted on at a shareholders' meeting. Each
shareholder shall be entitled to one vote for each of the shares owned by
him or her in the election of each director to be elected and for whose
election the shareholder has the right to vote.
8. PROXIES; ACCEPTANCE OF VOTES AND CONSENTS.
(a) A shareholder may vote either in person or by proxy.
(b) An appointment of a proxy is effective against the
Corporation when received by the Corporation. An appointment is valid
for eleven months unless a different period is expressly provided in the
appointment form.
(c) The Corporation may accept or reject any appointment of a
proxy, revocation of appointment of a proxy, vote, consent, waiver, or
other writing purportedly signed by or for a shareholder, if such
acceptance or rejection is in accordance with the provisions of Sections 7-
107-203 and 7-107-205 of the Colorado Business Corporation Act.
9. WAIVER OF NOTICE.
(a) A shareholder may waive any notice required by the Colorado
Business Corporation Act, by the Articles of Incorporation or these
Bylaws, whether before or after the date or time stated in the notice as
the date or time when any action will occur or has occurred. The waiver
shall be in writing, be signed by the shareholder entitled to the notice,
and be delivered to the Corporation for inclusion in the minutes or filing
with the corporate records, but such delivery and filing shall not be
conditions of the effectiveness of the waiver.
(b) By attending a meeting, a shareholder waives any objection
to (1) lack of notice or defective notice of such meeting unless he or she
objects, at the beginning of the meeting, to the holding of the meeting or
the transaction of business at the meeting or (2) consideration at such
meeting of any matter not within the purpose or purposes described in the
notice of the meeting unless he or she objects to considering the matter
when it is presented.
10. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required
or permitted to be taken at a shareholders' meeting may be taken without a
meeting if all of the shareholders entitled to vote thereon consent to
such action in writing. Action taken pursuant to this Section shall be
effective when the Corporation has received writings that describe and
consent to the action, signed by all of the shareholders entitled to vote
thereon. Action taken pursuant to this Section shall be effective as of
the date the last writing necessary to effect the action is received by
the Corporation, unless all of the writings necessary to effect the action
specify another date, which may be before or after the date the writings
are received by the Corporation. Such action shall have the same effect
as action taken at a meeting of shareholders and may be described as such
in any document. Any shareholder who has signed a writing describing and
consenting to action taken pursuant to this Section may revoke such
consent by a writing signed by the shareholder describing the action and
stating that the shareholder's prior consent thereto is revoked, if such
writing is received by the Corporation before the effectiveness of the
action.
11. MEETINGS BY TELECOMMUNICATIONS. Any or all of the shareholders
may participate in an annual or special shareholders' meeting by, or the
meeting may be conducted through the use of, any means of communication by
which all persons participating in the meeting may hear each other during
the meeting. A shareholder participating in a meeting by this means is
deemed to be present in person at the meeting.
12. CONDUCT OF MEETINGS. All meetings of the shareholders shall be
conducted in accordance with the Guidelines for the Conduct of
Stockholders' Meetings published by the Corporate Governance Committee of
the American Bar Association Business Law Section, from and after approval
of the Guidelines by the Corporate Governance Committee; provided,
however, that the Guidelines shall not be followed to the extent of any
inconsistency with the Articles of Incorporation, these Bylaws, or
applicable law.
ARTICLE II
DIRECTORS
1. AUTHORITY OF THE BOARD OF DIRECTORS. The corporate powers shall
be exercised by or under the authority of, and the business and affairs of
the Corporation shall be managed under the direction of, a board of
directors.
2. NUMBER. The number of directors shall be fixed by resolution of
the board of directors from time to time and may be increased or decreased
by resolution adopted by the board of directors from time to time, but no
decrease in the number of directors shall have the effect of shortening
the term of any incumbent director.
3. QUALIFICATION. Directors shall be natural persons at least
eighteen years old but need not be residents of the State of Colorado or
shareholders of the Corporation.
4. ELECTION. The board of directors shall be elected at the annual
meeting of the shareholders or at a special meeting called for that
purpose.
5. TERM. Unless otherwise provided in the Articles of
Incorporation, each director shall be elected to hold office until the
next annual meeting of shareholders and until the director's successor is
elected and qualified.
6. RESIGNATION. A director may resign at any time by giving
written notice of his or her resignation to the Corporation. The
resignation shall be effective when it is received by the Corporation
unless the notice of resignation specifies a later effective date.
Acceptance of such resignation shall not be necessary to make it effective
unless the notice so provides.
7. REMOVAL. Any director may be removed by the shareholders, with
or without cause, at a meeting called for that purpose. The notice of the
meeting shall state that the purpose, or one of the purposes, of the
meeting is removal of the director. A director may be removed only if the
number of votes cast in favor of removal exceeds the number of votes cast
against removal.
8. VACANCIES.
(a) If a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors:
(1) The shareholders may fill the vacancy at the next
annual meeting or at a special meeting called for that purpose; or
(2) The board of directors may fill the vacancy; or
(3) If the directors remaining in office constitute fewer
than a quorum of the board, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.
(b) Notwithstanding Section 8(a) of this Article, if the vacant
office was held by a director elected by a voting group of shareholders,
then, if one or more of the remaining directors were elected by the same
voting group, only such directors are entitled to vote to fill the vacancy
if it is filled by directors, and they may do so by the affirmative vote
of a majority of such directors remaining in office; and only the holders
of shares of that voting group are entitled to vote to fill the vacancy if
it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date, by
reason of a resignation that will become effective at a later date under
Section 6 of this Article or otherwise, may be filled before the vacancy
occurs, but the new director may not take office until the vacancy occurs.
9. MEETINGS. The board of directors may provide by resolution the
date, time and place, either within or outside Colorado, for the holding
of regular meetings without other notice. Special meetings may be called
by the president or by any two directors and shall be held at any time,
date and place specified in the notice of the meeting. At any time when
the board consists of a single director, that director may act at any
time, date or place without a meeting.
10. NOTICE OF SPECIAL MEETING. Notice of a special meeting shall be
given to every director at least twenty-four hours before the time of the
meeting, stating the date, time and place of the meeting. The notice need
not describe the purpose of the meeting. Notice may be given orally to
the director, personally or by telephone or other wire or wireless
communication. Notice may also be given in writing by telegraph,
teletype, electronically transmitted facsimile, electronic mail, mail or
private carrier. Notice shall be effective at the earliest of the time it
is received; five days after it is deposited in the United States mail,
properly addressed to the last address for the director shown on the
records of the Corporation, first class, postage prepaid; or the date
shown on the return receipt if mailed by registered or certified mail,
return receipt requested, postage prepaid, in the United States mail and
if the return receipt is signed by the director to whom the notice is
addressed.
11. QUORUM. Except as provided in Section 8 of this Article, a
majority of the number of directors fixed in accordance with these Bylaws
shall constitute a quorum for the transaction of business at all meetings
of the board of directors. The act of a majority of the directors present
at any meeting at which a quorum is present shall be the act of the board
of directors, except as otherwise specifically required by law.
12. WAIVER OF NOTICE.
(a) A director may waive any notice before or after the time
and date of the meeting stated in the notice. Except as provided by
Section 12(b) of this Article, the waiver shall be in writing and shall be
signed by the director. Such waiver shall be delivered to the Corporation
for filing with the corporate records, but such delivery and filing shall
not be conditions of the effectiveness of the waiver.
(b) A director's attendance at or participation in a meeting
waives any required notice to him or her of the meeting unless, at the
beginning of the meeting or promptly upon his or her later arrival, the
director objects to holding the meeting or transacting business at the
meeting because of lack of notice or defective notice and does not
thereafter vote for or assent to action taken at the meeting.
13. ATTENDANCE BY TELEPHONE. One or more directors may participate
in a regular or special meeting by, or conduct the meeting through the use
of, any means of communication by which all directors participating may
hear each other during the meeting. A director participating in a meeting
by this means is deemed to be present in person at the meeting.
14. DEEMED ASSENT TO ACTION. A director who is present at a meeting
of the board of directors when corporate action is taken shall be deemed
to have assented to all action taken at the meeting unless:
(a) The director objects at the beginning of the meeting, or
promptly upon his or her arrival, to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to any
action taken at the meeting;
(b) The director contemporaneously requests that his or her
dissent or abstention as to any specific action taken be entered in the
minutes of the meeting; or
(c) The director causes written notice of his or her dissent or
abstention as to any specific action to be received by the presiding
officer of the meeting before adjournment of the meeting or by the
Corporation promptly after adjournment of the meeting.
The right of dissent or abstention pursuant to this Section as to a
specific action is not available to a director who votes in favor of the
action taken.
15. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or
permitted by law to be taken at a board of directors' meeting may be taken
without a meeting if all members of the board consent to such action in
writing. Action shall be deemed to have been so taken by the board at the
time the last director signs a writing describing the action taken,
unless, before such time, any director has revoked his or her consent by a
writing signed by the director and received by the Corporation or any
other person authorized by the Bylaws or the board of directors to receive
such a revocation. Such action shall be effective at the time and date it
is so taken unless the directors establish a different effective date.
Such action has the same effect as action taken at a meeting of directors
and may be described as such in any document.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
1. COMMITTEES OF THE BOARD OF DIRECTORS.
(a) Subject to the provisions of Section 7-109-106 of the
Colorado Business Corporation Act, the board of directors may create one
or more committees and appoint one or more members of the board of
directors to serve on them. The creation of a committee and appointment
of members to it shall require the approval of a majority of all the
directors in office when the action is taken, whether or not those
directors constitute a quorum of the board.
(b) The provisions of these Bylaws governing meetings, action
without meeting, notice, waiver of notice and quorum and voting
requirements of the board of directors apply to committees and their
members as well.
(c) To the extent specified by resolution adopted from time to
time by a majority of all the directors in office when the resolution is
adopted, whether or not those directors constitute a quorum of the board,
each committee shall exercise the authority of the board of directors with
respect to the corporate powers and the management of the business and
affairs of the Corporation; except that a committee shall not:
(1) Authorize distributions;
(2) Approve or propose to shareholders action that the
Colorado Business Corporation Act requires to be approved by shareholders;
(3) Fill vacancies on the board of directors or any of its
committees;
(4) Amend the Articles of Incorporation pursuant to
Section 7-110-102 of the Colorado Business Corporation Act;
(5) Adopt, amend or repeal Bylaws;
(6) Approve a plan of merger not requiring shareholder
approval;
(7) Authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the board of directors; or
(8) Authorize or approve the issuance or sale of shares,
or a contract for the sale of shares, or determine the designation and
relative rights, preferences and limitations of a class or series of
shares; except that the board of directors may authorize a committee or an
officer to do so within limits specifically prescribed by the board of
directors.
(d) The creation of, delegation of authority to, or action by,
a committee does not alone constitute compliance by a director with the
standard of conduct described in section 7-108-401 of the Colorado
Business Corporation Act.
ARTICLE IV
OFFICERS
1. GENERAL. The Corporation shall have as officers a president, a
secretary, and a chief financial officer, who shall be appointed by the
board of directors. The board of directors may appoint as additional
officers a chairman and other officers of the board. The board of
directors, the president, and such other subordinate officers as the board
of directors may authorize from time to time, acting singly, may appoint
as additional officers one or more vice presidents, assistant secretaries,
and such other subordinate officers as the board of directors, the
president, or such other appointing officers deem necessary or
appropriate. The officers of the Corporation shall hold their offices for
such terms and shall exercise such authority and perform such duties as
shall be determined from time to time by these Bylaws, the board of
directors, or (with respect to officers who are appointed by the president
or other appointing officers) the persons appointing them; provided,
however, that the board of directors may change the term of offices and
the authority of any officer appointed by the president or other
appointing officers. Any two or more offices may be held by the same
person. The officers of the Corporation shall be natural persons at least
eighteen years old.
2. TERM. Each officer shall hold office from the time of
appointment until the time of removal or resignation pursuant to Section 3
of this Article or until the officer's death.
3. REMOVAL AND RESIGNATION. Any officer appointed by the board of
directors may be removed at any time by the board of directors. Any
officer appointed by the president or other appointing officer may be
removed at any time by the board of directors or by the person appointing
the officer. Any officer may resign at any time by giving written notice
of resignation to any director (or to any director other than the
resigning officer if the officer is also a director), to the president, to
the secretary, or to the officer who appointed the officer. Acceptance of
such resignation shall not be necessary to make it effective, unless the
notice so provides.
4. PRESIDENT. The president shall preside at all meetings of
shareholders, and the president shall also preside at all meetings of the
board of directors unless the board of directors has appointed a chairman,
vice chairman, or other officer of the board and has authorized such
person to preside at meetings of the board of directors instead of the
president. Subject to the direction and control of the board of directors,
the president shall be the chief executive officer of the Corporation and
as such shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the board of
directors are carried into effect. The president may negotiate, enter
into, and execute contracts, deeds, and other instruments on behalf of the
Corporation as are necessary and appropriate to conduct the business and
affairs of the Corporation or as are approved by the board of directors.
The president shall have such additional authority and duties as are
appropriate and customary for the office of president and chief executive
officer, except as the same may be expanded or limited by the board of
directors from time to time.
5. VICE PRESIDENT. The vice president, if any, or, if there are
more than one, the vice presidents in the order determined by the board of
directors or the president (or, if no such determination is made, in the
order of their appointment), shall be the officer or officers next in
seniority after the president. Each vice president shall have such
authority and duties as are prescribed by the board of directors or
president. Upon the death, absence, or disability of the president, the
vice president, if any or, if there are more than one, the vice presidents
in the order determined by the board of directors or the president, shall
have the authority and duties of the president.
6. SECRETARY. The secretary shall be responsible for the
preparation and maintenance of minutes of the meetings of the board of
directors and of the shareholders and of the other records and information
required to be kept by the Corporation under Section 7-116-101 of the
Colorado Business Corporation Act and for authenticating records of the
Corporation. The secretary shall also give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, keep the minutes of such meetings, have charge of the corporate
seal and have authority to affix the corporate seal and/or attest to any
instrument requiring it, be responsible for the maintenance of all other
corporate records and files and for the preparation and filing of reports
to governmental agencies (other than tax returns), and have such other
authority and duties as are appropriate and customary for the office of
secretary, except as the same may be expended or limited by the board of
directors from time to time.
7. ASSISTANT SECRETARY. The assistant secretary, if any, or, if
there are more than one, the assistant secretaries in the order determined
by the board of directors or the secretary (or, if no such determination
is made, in the order of their appointment) shall, under the supervision
of the secretary, perform such duties and have such authority as may be
prescribed from time to time by the board of directors or the secretary.
Upon the death, absence, or disability of the secretary, the assistant
secretary, if any, or, if there are more than one, the assistant
secretaries in the order designated by the board of directors or the
secretary (or, if no such determination is made, in the order of their
appointment), shall have the authority and duties of the secretary.
8. CHIEF FINANCIAL OFFICER. The chief financial officer shall have
control of the funds and the care and custody of all stocks, bonds, and
other securities owned by the Corporation, and shall be responsible for
the preparation and filing of tax returns. The chief financial officer
shall receive all moneys paid to the Corporation and, subject to any
limits imposed by the board of directors, shall have authority to give
receipts and vouchers, to sign and endorse checks and warrants in the
Corporation's name and on the Corporation's behalf, and give full
discharge for the same. The chief financial officer shall also have
charge of disbursement of funds of the Corporation, shall keep full and
accurate records of the receipts and disbursements, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as shall be designated by the board of
directors. The chief financial officer shall have such additional
authority and duties as are appropriate and customary for the office of
chief financial officer, except as the same may be expanded or limited by
the board of directors from time to time.
9. COMPENSATION. Officers shall receive such compensation for
their services as may be authorized or ratified by the board of directors.
Election or appointment of an officer shall not of itself create a
contractual right to compensation for services performed as such officer.
ARTICLE V
INDEMNIFICATION
1. INDEMNIFICATION. The Corporation shall indemnify any person
against all liability and expense incurred by reason of the person being
or having been a director or officer of the Corporation to the full extent
and in any manner that directors may be indemnified under the Colorado
Business Corporation Act, as in effect at any time. The Corporation shall
also indemnify any person who is serving or has served the Corporation as
director or officer to the extent and in the manner provided in any bylaw,
resolution of the directors or shareholders, contract or otherwise, so
long as such provision is legally permissible. In the discretion of the
board of directors, the Corporation may indemnify an employee, fiduciary
or agent who is not a director or officer to the same extent as a director
or officer.
2. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of a person who is or was a director, officer, employee,
fiduciary, or agent of the Corporation, or who, while a director, officer,
employee, fiduciary, or agent of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of any other entity (including without
limitation an employee benefit plan), against liability asserted against
or incurred by the person in that capacity or arising from his or her
status as a director, officer, employee, fiduciary, or agent, whether or
not the Corporation would have power to indemnify the person against the
same liability under this Article. Any such insurance may be procured
from any insurance company designated by the board of directors, whether
such insurance company is formed under the laws of this state or any other
jurisdiction of the United States or elsewhere, including any insurance
company in which the Corporation has an equity or any other interest
through stock ownership or otherwise.
3. NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR. If the
Corporation indemnifies or advances expenses to a director in connection
with a proceeding by or in the right of the Corporation, the Corporation
shall give written notice of the indemnification or advance to the
shareholders with or before the notice of the next shareholders' meeting.
If the next shareholder action is taken without a meeting at the
instigation of the board of directors, such notice shall be given to the
shareholders at or before the time the first shareholder signs a writing
consenting to such action.
4. INDEMNIFICATION NONEXCLUSIVE; INUREMENT. The indemnification
provided by this Article shall not be deemed exclusive of any other rights
and procedures to which the indemnified party may be entitled under the
articles of incorporation, any bylaw, agreement, vote of the shareholders
or directors, contract of insurance or otherwise. Such indemnification
shall continue as to a person who has ceased to be a director, officer,
employee, fiduciary or agent and shall inure to the benefit of such
person's heirs, personal representatives and administrators.
ARTICLE VI
SHARES
1. CERTIFICATES. Certificates representing shares of the capital
stock of the Corporation shall be in such form as is approved by the board
of directors and shall be signed by the chairman or vice chairman of the
board of directors, chief executive officer, president or any vice
president, and by the secretary, assistant secretary, or chief financial
officer. If the Corporation has only one officer, the certificates may be
signed by that officer alone. All certificates shall be consecutively
numbered, and the names of the owners, the number of shares, and the date
of issue shall be entered on the books of the Corporation. Each
certificate representing shares shall state:
(a) On the front of the certificate (1) that the Corporation is
organized under the laws of the State of Colorado; (2) the name of the
person to whom issued; and (3) the number and class of the shares and the
designation of the series, if any, that the certificate represents; and
(b) On the front or back of the certificate (1) a conspicuous
statement that the Corporation will furnish to the shareholder, on request
in writing and without charge, information concerning the designations,
preferences, limitations, and relative rights applicable to each class,
the variations in preferences, limitations, and rights determined for each
series, and the authority of the board of directors to determine
variations for future classes or series; and (2) a conspicuous statement
summarizing any restrictions imposed by the Corporation upon the transfer
of the shares represented by the certificate.
2. FACSIMILE SIGNATURES. Where a certificate is signed by a
transfer agent or registrar other than the Corporation or its employee,
any or all of the officers' signatures on the certificate required by
Section 1 of this Article may be facsimile. If any officer, transfer
agent or registrar who has signed, or whose facsimile signature or
signatures have been placed upon, any certificate, shall cease to be such
officer, transfer agent, or registrar, whether because of death,
resignation, or otherwise, before the certificate is issued by the
Corporation, it may nevertheless be issued by the Corporation with the
same effect as if he or she were such officer, transfer agent or registrar
at the date of issue.
3. TRANSFERS OF SHARES. Transfers of shares shall be made on the
books of the Corporation only upon presentation of the certificate or
certificates representing such shares properly endorsed by the person or
persons appearing upon the face of such certificate to be the owner, or
accompanied by a proper transfer or assignment separate from the
certificate, except as may otherwise be expressly provided by the statutes
of the State of Colorado or by order of a court of competent jurisdiction.
The officers or transfer agents of the Corporation may, in their
discretion, require a signature guaranty before making any transfer. The
Corporation shall be entitled to treat the person in whose name any shares
are registered on its books as the owner of those shares for all purposes
and shall not be bound to recognize any equitable or other claim or
interest in the shares on the part of any other person, whether or not the
Corporation shall have notice of such claim or interest.
4. SHARES HELD FOR ACCOUNT OF ANOTHER. The board of directors may
adopt by resolution a procedure whereby a shareholder of the Corporation
may certify in writing to the Corporation that all or a portion of the
shares registered in the name of such shareholder are held for the account
of a specified person or persons. The resolution shall set forth:
(a) The classification of shareholders who may certify;
(b) The purpose or purposes for which the certification may be
made;
(c) The form of certification and information to be contained
herein;
(d) If the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or the
closing of the stock transfer books within which the certification must be
received by the Corporation; and
(e) Such other provisions with respect to the procedure as are
deemed necessary or desirable. Upon receipt by the Corporation of a
certification complying with the procedure, the persons specified in the
certification shall be deemed, for the purpose or purposes set forth in
the certification, to be the holders of record of the number of shares
specified in place of the shareholder making the certification.
ARTICLE VII
MISCELLANEOUS
1. CORPORATE SEAL. The board of directors may adopt a seal,
circular in form and bearing the name of the Corporation and the words
"SEAL" and "COLORADO," which, when adopted, shall constitute the seal of
the Corporation. The seal may be used by causing it or a facsimile of it
to be impressed, affixed, manually reproduced, or rubber stamped with
indelible ink.
2. FISCAL YEAR. The board of directors may, by resolution, adopt a
fiscal year for the Corporation.
3. RECEIPT OF NOTICES BY THE CORPORATION. Notices, shareholder
writings consenting to action, and other documents or writings shall be
deemed to have been received by the Corporation when they are received:
(a) At the registered office of the Corporation in the State of
Colorado;
(b) At the principal office of the Corporation addressed to the
attention of the secretary of the Corporation; or
(c) By any other person authorized from time to time by the
board of directors, the president, or the secretary to receive such
writings, wherever such person is found.
4. AMENDMENT OF BYLAWS. These Bylaws may at any time and from time
to time be amended, supplemented, or repealed by the shareholders, or
(except as restricted by Article 110 of the Colorado Business Corporation
Act, as amended) by the board of directors.