EXHIBIT 3(C)
AMENDED AND RESTATED
BY-LAWS
OF
NEVADA POWER COMPANY
(amended and restated: July 28, 1999)
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ARTICLE I
NAME
----
The name of the Corporation (hereinafter referred to as this Corporation)
shall be as set forth in the Articles of Incorporation or in any lawful
amendments thereto from time to time.
ARTICLE II
STOCKHOLDERS' MEETINGS
----------------------
All meetings of the stockholders shall be held at the principal office of
the Corporation in the State of Nevada unless some other place within or without
the State of Nevada is stated in the call. No stockholder action required to be
taken or which may be taken at any annual or special meeting of stockholders of
the Corporation may be taken without a meeting, and the power of stockholders to
consent in writing without a meeting to the taking of any action is specifically
denied.
ARTICLE III
ANNUAL STOCKHOLDERS' MEETINGS
-----------------------------
The Annual Meeting of the Stockholders of the Corporation shall be held at
such time and place as directed or selected by a majority of the Board of
Directors.
ARTICLE IV
SPECIAL STOCKHOLDERS' MEETINGS
------------------------------
Special meetings of the stockholders of this Corporation shall be held
whenever called in the manner required by law for the purpose as to which there
are special statutory provisions and for other purposes whenever called by the
Chairman of the Board, the President, a Vice President or by a quorum of the
Board of Directors or
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whenever the holder or holders of at least one-third part in voting power of the
capital stock entitled to vote shall make written application therefor to the
Secretary or an Assistant Secretary stating the time, place and purpose of the
meeting applied for.
ARTICLE V
NOTICE OF STOCKHOLDERS' MEETINGS
--------------------------------
Notice stating the place, day and hour of all stockholders' meetings and
the purpose or purposes for which such meetings are called, shall be given by
the President or a Vice President or the Secretary or an Assistant Secretary not
less than ten (10) nor more than sixty (60) days prior to the date of the
meeting to each stockholder entitled to vote thereat by leaving such notice with
him at his residence or usual place of business, or by mailing it, postage
prepaid, addressed to such stockholder at his address as it appears upon the
books of this Corporation, and to the Chairman of the Board at the Corporation's
main office, the person giving such notice shall make affidavit in relation
thereto.
ARTICLE VI
QUORUM AT STOCKHOLDERS' MEETINGS
--------------------------------
Except as otherwise provided by law, at any meeting of the stockholders, a
majority of the voting power of the shares of capital stock issued and
outstanding and entitled to vote, represented by such stockholders of record in
person or by proxy, shall constitute a quorum, but a less interest may adjourn
any meeting sine die or adjourn any meeting from time to time and the meeting
may be held as adjourned without further notice. When a quorum is present at
any meeting, a majority of the voting power of the stock entitled to vote
represented thereat shall decide any question brought before such meeting,
unless the question is one upon which by express provision of law, or of the
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Articles of Incorporation, or of these By-Laws a larger or different vote is
required, in which case such express provision shall govern and control the
decision of such question.
ARTICLE VII
PROXY AND VOTING
----------------
Stockholders of record entitled to vote may vote at any meeting either in
person or by proxy in writing, which shall be filed with the Secretary of the
meeting before being voted. Such proxies shall entitle the holders thereof to
vote at any adjournment of such meeting, but shall not be valid after the final
adjournment thereof. No proxy shall be valid after the expiration of six (6)
months from the date of its execution unless the stockholder specifies therein
the length of time for which it is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution. Stockholders entitled to
vote shall be entitled to the voting rights as provided in the Articles of
Incorporation.
ARTICLE VIII
BOARD OF DIRECTORS
------------------
A Board of not less than three (3) nor more than fifteen (15) Directors
shall be chosen at the Annual Meeting of the Stockholders, or at any meeting
held in place thereof as hereinbefore provided. The number of Directors for
each corporate year shall be fixed by resolution or vote at the meeting when
elected, but the Stockholders, at a Special Meeting held for the purpose during
any such year, may increase or decrease (within the limits above specified) the
number of Directors as thus fixed. If the number of Directors be increased at
any such Annual or Special Meeting of Stockholders, the additional Directors may
be elected by the Stockholders at such meeting, or in the event that the
Stockholders shall fail to elect such additional Directors at such meeting, such
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additional Directors may be elected by a majority of the Directors in office at
the time of the increase. Except as otherwise provided in these By-Laws, each
Director shall serve until the next Annual Meeting of the Stockholders and until
his successor is duly elected and qualified. Directors need not be Stockholders
in the Corporation. Directors shall be of full age and at least one of them
shall be a citizen of the United States.
ARTICLE IX
POWERS OF DIRECTORS
-------------------
The Board of Directors shall have the entire management of the business of
this Corporation. In the management and control of the property, business and
affairs of this Corporation, the Board of Directors is hereby vested with all
the powers possessed by this Corporation itself, so far as this delegation of
authority is not inconsistent with the laws of the State of Nevada, with the
Articles of Incorporation or with these By-Laws. Except as otherwise provided
by law, the Board of Directors shall have power to determine what constitutes
net earnings, profits and surplus, respectively, what amount shall be reserved
for working capital and for any other purposes, and what amount shall be
declared as dividends, and such determination by the Board of Directors shall be
final and conclusive.
ARTICLE X
COMPENSATION OF DIRECTORS AND OTHERS
------------------------------------
Directors may be compensated for their services on an annual basis and/or
they may receive a fixed sum plus expenses of attendance, if any, for attendance
at each Regular or Special Meeting of the Board, such compensation or fixed sum
to be fixed from time to time by resolution of the Board of Directors, provided
that nothing herein contained shall be construed to preclude any director from
serving this Corporation in any other
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capacity and receiving compensation therefor. Members of special or standing
committees may receive like compensation for their services on an annual basis
and/or fixed sum for attendance at each committee meeting. Any compensation so
fixed and determined by the Board of Directors shall be subject to revision or
amendment by the stockholders.
ARTICLE XI
EXECUTIVE AND OTHER COMMITTEES
------------------------------
The Board of Directors may, by resolution or vote passed by a majority of
the whole Board, designate from their number an Executive Committee of not less
than three (3) nor more than a majority of the members of the whole Board as at
the time constituted, which Committee shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of this
Corporation when the Board is not in session. The Executive Committee may make
rules for the notice, holding and conduct of its meetings and keeping of the
records thereof. Such Committee shall serve until the first Directors' meeting
following the next Annual Stockholders' Meeting, and until their successors
shall be designated and shall qualify, and a majority of the members of said
Committee shall constitute a quorum for the transaction of business.
The Board of Directors shall, by resolution or vote passed by a majority of
the whole Board, designate from their members who are not employees of the
Corporation to serve on an Audit Committee of not less than three (3) nor more
than a majority of the whole Board at the time constituted, to nominate auditors
for the annual audit of the Corporation's books and records, to develop the
scope of the audit program, to discuss the results of such audits with the audit
firm, and to take any other action they may deem
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necessary or advisable in carrying out the work of the Committee. Such Committee
shall serve until their successors shall be designated and shall qualify, and a
majority of the members of the Audit Committee shall constitute a quorum for the
transaction of business.
The Board of Directors may also appoint other committees from time to time,
the number composing such committees, and the powers conferred upon the same to
be determined by resolution or vote of the Board of Directors.
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ARTICLE XII
DIRECTORS' MEETINGS
-------------------
Regular meetings of the Board of Directors shall be held at such places
within or without the State of Nevada and at such times as the Board by
resolution or vote may determine from time to time, and if so determined no
notice thereof need be given. Special meetings of the Board of Directors may be
held at any time or place within or without the State of Nevada whenever called
by the Chairman of the Board, the President, a Vice President, a Secretary, an
Assistant Secretary or two or more Directors, notice thereof being given to each
Director by the Secretary, an Assistant Secretary or officer calling the
meeting, or at any time without formal notice provided all the Directors are
present or those not present waive notice thereof. Notice of Special Meetings,
stating the time and place thereof, shall be given by mailing the same to each
Director at his residence or business address at least two days before the
meeting, unless, in case of exigency, the President or in his absence the
Secretary shall prescribe a shorter notice to be given personally or by
telephoning or telegraphing each Director at his residence or business address.
Such Special Meetings shall be held at such times and places as the notices
thereof or waiver shall specify.
Meetings of the Board of Directors may be conducted by means of a
conference telephone network or a similar communications method by which all
persons participating in the meeting can hear each other. The minutes of such
meeting shall be submitted to the Board of Directors, for approval, at a
subsequent meeting.
Unless otherwise restricted by the Articles of Incorporation or these By-
Laws, any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting if a
written consent
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thereto is signed by all the members of the Board of Directors or of such
committee. Such written consent shall be filed with the minutes of meetings of
the Board or Committee.
ARTICLE XIII
QUORUM AT DIRECTORS' MEETING
----------------------------
Except as otherwise provided by law, by the Articles of Incorporation, or
by these By-Laws, a majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but a lesser number may
adjourn any meeting from time to time, and the meeting may be held as adjourned
without further notice. When a quorum is present at any meeting, a majority of
the members present thereat shall decide any question brought before such
meeting.
ARTICLE XIV
WAIVER OF NOTICE
----------------
Whenever any notice whatever of any meeting of the stockholders, Board of
Directors or any committee is required to be given by these By-Laws or the
Articles of Incorporation of this Corporation or any of the laws of the State of
Nevada, a waiver thereof in writing, signed by the person or persons entitled to
said notice whether before or after the time stated therein, shall be deemed
equivalent to such notice so required. The presence at any meeting of a person
or persons entitled to notice thereof shall be deemed a waiver of such notice as
to such person or persons.
ARTICLE XV
OFFICERS
--------
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The officers of this Corporation shall be a President, one or more Vice
Presidents, a Secretary, a Controller, and a Treasurer. The Board of Directors
at its discretion may elect a Chairman of the Board of Directors. The Chairman
of the Board of Directors, if one is to be elected, the President, the Vice
Presidents, the Secretary, the Controller, and the Treasurer shall be elected
annually by the Board of Directors after its election by the stockholders and
shall hold office until their successors are duly elected and qualified,
subject, however, to other provisions contained in these By-Laws, and a meeting
of the Directors may be held without notice for this purpose immediately after
the Annual Meeting of the Stockholders and at the same place.
ARTICLE XVI
ELIGIBILITY OF OFFICERS
-----------------------
Any two or more offices may be held by the same person except the
offices of Chairman of the Board of Directors or President and Secretary shall
not be held by the same person.
The Chairman of the Board of Directors and the President may, but need
not, be Stockholders and shall be Directors of the Corporation. The Vice
Presidents, Secretary, Treasurer and such other officers as may be elected or
appointed need not be stockholders or Directors of this Corporation.
ARTICLE XVII
ADDITIONAL OFFICERS AND AGENTS
------------------------------
The Board of Directors, at its discretion, may appoint one or more
Assistant Secretaries and one or more Assistant Treasurers and such other
officers or agents as it
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may deem advisable, and prescribe their duties. All officers and agents
appointed pursuant to this Article may hold office during the pleasure of the
Board of Directors.
ARTICLE XVIII
CHAIRMAN OF THE BOARD AND PRESIDENT
-----------------------------------
(A) Chairman of the Board: The Chairman of the Board shall preside
---------------------
at all meetings of the shareholders and the Board of Directors and shall have
such powers and perform such other duties as may be assigned to him from time to
time by the Board of Directors, including, but not limited to, the signing or
countersigning of certificates of stock, bonds, notes, contracts or other
instruments of the Corporation as authorized by the Board of Directors. He
shall be ex-officio a member of all standing committees.
(B) President: In the absence or inability of the Chairman of the
---------
Board of Directors or during any vacancy in the office thereof, the President
shall preside at all meetings of the shareholders and the Board of Directors and
shall perform such other duties as may be assigned to him from time to time by
the Board of Directors, including, but not limited to, the signing or
countersigning of certificates of stock, bonds, notes, contracts or other
instruments of the Corporation as authorized by the Board of Directors. He
shall be ex-officio a member of all standing committees.
ARTICLE XIX
VICE PRESIDENTS
---------------
Except as especially limited by resolution or vote of the Board of
Directors, any Vice President shall perform the duties and have the powers of
the President during the absence or disability of the President and shall have
power to sign all certificates of
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stock, deeds and contracts of this Corporation. He shall perform such other
duties and have such other powers as the Board of Directors shall designate from
time to time.
ARTICLE XX
SECRETARY
---------
The Secretary shall keep accurate minutes of all meetings of the Board
of Directors, the Executive Committee and the Stockholders, shall perform all
the duties commonly incident to this office, and shall perform such other duties
and have such other powers as the Board of Directors shall from time to time
designate. The Secretary shall have power, together with the Chairman of the
Board or the President or a Vice President, to sign certificates of stock of
this Corporation. In his absence, an Assistant Secretary or Secretary pro
tempore shall perform his duties.
ARTICLE XXI
TREASURER
---------
The Treasurer, subject to the order of the Board of Directors, shall
have the care and custody of the money, funds, valuable papers and documents of
this Corporation (other than his own bond which shall be in the custody of the
President) and shall have and exercise, under the supervision of the Board of
Directors, all the powers and duties commonly incident to his office, and shall
give bond in such form and with such sureties as may be required by the Board of
Directors.
He shall deposit all funds of this Corporation in such bank or banks,
trust company or trust companies or with such firm or firms doing banking
business as the Directors shall designate or approve. He may endorse for
deposit or collection all checks, notes, et cetera, payable to this Corporation
or to its order, may accept drafts on behalf of this Corporation and, together
with the Chairman of the Board or the President or a Vice
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President, may sign certificates of stock. He shall keep accurate books of
account of this Corporation's transactions which shall be the property of this
Corporation and, together with all its property of this Corporation, shall be
subject at all times to the inspection and control of the Board of Directors.
ARTICLE XXII
CONTROLLER
----------
The Controller, subject to the order of the Board of Directors, shall
be responsible for the accounting functions of the Corporation. He may be
assigned the additional responsibility of automated information systems. He
shall perform such other duties and have such other powers as the Board of
Directors shall designate from time to time.
ARTICLE XXIII
RESIGNATIONS AND REMOVALS
-------------------------
Any Director or officer of this Corporation may resign at any time by
giving written notice to the Board of Directors or to the President or to the
Secretary of this Corporation, and any member of any committee may resign by
giving written notice either as aforesaid or to the committee of which he is a
member or to the chairman thereof. Any such resignation shall take effect at
the time specified therein or, if the time be not specified, upon receipt
thereof; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
The stockholders, at any meeting called for that purpose, by vote of
not less than two-thirds of the voting power of the stock issued and outstanding
and entitled to vote, may remove from office any director or officer elected or
appointed by the Stockholders. The Board of Directors, by vote of not less than
a majority of those present
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at a duly called meeting, may remove from office any officer, agent or member or
members of any committee elected or appointed by it or by the Executive
Committee.
The Compensation and Organization Committee, at any meeting called for
that purpose, or the Chief Executive Officer, or, in his absence, the President
of the Company, may immediately suspend from his or her office and the
performance of his or her duties any officer of the Company pending a regular
meeting of Directors or any meeting of the Board of Directors called for the
purposes of removing an officer of the Corporation.
ARTICLE XXIV
VACANCIES
---------
If the office of any Director, officer or agent, one or more, becomes
vacant by reason of death, resignation, removal, disqualification or otherwise,
the Directors may, by vote of a majority of a quorum of the remaining Directors,
as constituted for the time being, choose a successor or successors who shall
hold office for the unexpired term. If there be less than a quorum of the
Directors at the time in office, said directors may, by a majority vote, choose
a successor or successors who shall hold office for the unexpired term.
Vacancies in the Board of Directors may be filled for an unexpired term by the
Stockholders at a meeting called for that purpose unless such vacancy shall have
been filled by the Directors.
ARTICLE XXV
MORTGAGING OF PROPERTY
----------------------
The Board of Directors, by vote of not less than a majority of the
board at a called meeting, may create any mortgage or other lien upon its
property and franchises to
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secure the issuance of bonds, notes and/or other obligations of this Corporation
without the consent of the Stockholders of his Corporation.
ARTICLE XXVI
CAPITAL STOCK
-------------
The amount of capital stock shall be as fixed in the Articles of
Incorporation or in any lawful amendments thereto from time to time.
ARTICLE XXVII
CERTIFICATES OF STOCK
---------------------
Every stockholder shall be entitled to a certificate or certificates
of the capital stock of this Corporation in such form as may be prescribed by
the Board of Directors, duly numbered and sealed with the corporate seal of this
Corporation and setting forth the number of shares to which each stockholder is
entitled. Such certificates shall be signed by the Chairman of the Board or the
President, or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary. The Board of Directors may also
appoint one or more Transfer Agents and/or Registrars for its capital stock of
any class or classes and may require stock certificates to be countersigned
and/or registered by one or more of such Transfer Agents and/or Registrars. If
certificates of capital stock of this Corporation are signed by a Transfer Agent
and by a Registrar, the signatures thereon of the Chairman of the Board or the
President or a Vice President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of this Corporation and the seal of this
Corporation thereon may be facsimiles, engraved or printed. Any provisions of
these By-Laws with reference to the signing and sealing of stock certificates
shall include, in cases above permitted, such facsimiles. In case any
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officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of this Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by this Corporation, such certificate or certificates may
nevertheless be adopted by the Board of Directors of this Corporation and be
issued and delivered as though the person or persons who signed such certificate
or certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of this Corporation.
ARTICLE XXVIII
TRANSFER OF STOCK
-----------------
Shares of stock may be transferred by delivery of the certificate
accompanied either by an assignment in writing on the back of the certificate or
by a written power of attorney to sell, assign and transfer the same on the
books of this Corporation, signed by the person appearing by the certificate to
be the owner of the shares represented thereby, and shall be transferable on the
books of this Corporation upon surrender thereof so assigned or endorsed. The
person registered on the books of this Corporation as the owner of any shares of
stock shall exclusively be entitled as the owner of such shares, to receive
dividends and to vote as such owner in respect thereof. It shall be the duty of
every Stockholder to notify this Corporation of his post office address.
ARTICLE XXIX
TRANSFER BOOKS
--------------
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The transfer books of the stock of this Corporation may be closed for
such period from time to time, not exceeding forty (40) days, in anticipation of
Stockholders' meetings or the payment of dividends or the allotment of rights as
the Directors from time to time may determine, provided, however, that in lieu
of closing the transfer books as aforesaid, the Board of Directors may fix in
advance a date, not exceeding forty (40) days, as of which Stockholders shall be
entitled to vote at any meeting of the Stockholders or to receive dividends or
rights, and in such case such Stockholders and only such Stockholders as shall
be Stockholders of record as of the date so fixed shall be entitled to vote at
any such meeting and at any adjournment or adjournments thereof or to receive
dividends or rights, as the case may be, notwithstanding any transfer of any
stock on the books of this Corporation after such record date fixed as
aforesaid.
ARTICLE XXX
LOSS OF CERTIFICATES
--------------------
In case of the loss, mutilation or destruction of a certificate of
stock, a duplicate certificate may be issued upon such terms consistent with the
laws of the State of Nevada as the Directors shall prescribe.
ARTICLE XXXI
SEAL
----
The seal of this Corporation shall consist of a flat-faced circular
die with the corporate name of this Corporation, the year of its incorporation
and the words "Corporate Seal Nevada" cut or engraved thereon. Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
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ARTICLE XXXII
VOTING OF STOCK HELD
--------------------
Unless otherwise provided by resolution or vote of the Board of
Directors, the Chairman of the Board, the President or any Vice President, may
from time to time appoint an attorney or attorneys or agent or agents of this
Corporation, in the name on behalf of this Corporation to cast the votes which
this Corporation may be entitled to cast as a Stockholder or otherwise in any
other corporation, any of whose stock or securities may be held by this
Corporation, at meetings of the holders of the stock or other securities of such
other corporations, or to consent in writing to any action by any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent and may execute or cause to
be executed on behalf of this Corporation and under its corporate seal, or
otherwise such written proxies, consents, waivers or other instruments as he may
deem necessary or proper in the premises; or the Chairman of the Board or the
President or any Vice President may himself attend any meeting of the holders of
stock or other securities of such other corporation and thereat vote or exercise
any or all other powers of this Corporation as the holder of such stock or other
securities of such other corporation.
The Chairman of the Board or the President or any Vice President may
appoint one or more nominees in whose name or names stock or securities acquired
by this Corporation may be taken. With the approval of the Chairman of the
Board or the President or any Vice President of the Corporation (which approval
may be evidenced by his signature as witness on the instruments hereinafter
referred to) any such nominee may execute such written proxies, consents,
waivers or other instruments as he may be entitled to execute as the record
holder of stock or other securities owned by this Corporation.
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ARTICLE XXXIII
EXECUTION OF CHECKS, DRAFTS, NOTES,
-----------------------------------
BONDS, DEBENTURES, ETC.
-----------------------
All checks, drafts, notes, bonds, debentures, or other obligations for
the payment of money shall be signed by such officer or officers, agent or
agents, as the Board of Directors shall by resolution or vote direct. The Board
of Directors may also, in its discretion, require, by resolution or vote, that
checks, drafts, notes, bonds, debentures, or other obligations for the payment
of money shall be countersigned or registered as a condition to their validity
by such officer or officers, agent or agents as shall be directed in such
resolution or vote. Checks for the total amount of any payroll and/or branch
office current expenses may be drawn in accordance with the foregoing provisions
and deposited in a special fund or funds. Checks upon such fund or funds may be
drawn by such person or persons as the Treasurer shall designate and need not be
countersigned.
ARTICLE XXXIV
FACSIMILE SIGNATURES ON BONDS AND DEBENTURES
--------------------------------------------
The signatures of any officer or officers of this Corporation
executing a corporate bond or debenture or attesting the corporate seal thereon,
or upon any interest coupons annexed to any such corporate bond or debenture,
and the corporate seal affixed to any such bond or debenture, may be facsimiles,
engraves or printed, provided that such bond or debenture is authenticated or
certified with the manual signature of an authorized officer of the corporate
trustee designated by the indenture or other agreement under which said security
is issued or of an authorized officer of an authenticating agent appointed by
such corporate trustee. In case any officer or officers who signature or
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signatures, whether manual or facsimile, shall have been used on any corporate
bond or debenture shall cease to be an officer or officers of the Corporation
for any reason before the same has been delivered by the Corporation, such bond
or debenture may nevertheless be issued and delivered as though the person or
persons who signatures were used thereon had not ceased to be such officer or
officers.
ARTICLE XXXV
SPECIAL PROVISIONS
------------------
Section 1:
- ---------
The private property of the stockholders, Directors or officers shall
not be subject to the payment of any corporate debts to any extent whatsoever.
Section 2:
- ---------
(A) To the fullest extent that the laws of the State of Nevada, as
amended from time to time, permit elimination or limitation of the liability of
directors and officers, no Director, officer, employee, fiduciary or authorized
representative of the Company shall be personally liable for monetary damages as
such for any action taken, or any failure to take any action, as a Director,
officer or other representative capacity.
(B) Any amendment or repeal of this Article which has the effect of
increasing Director liability shall operate prospectively only, and shall not
affect any action taken, or any failure to act, prior to its adoption.
Section 3:
- ---------
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(A) Right to Indemnification. Except as prohibited by law, every
------------------------
Director and officer of the Company shall be entitled as a matter of right to be
indemnified by the Company against reasonable expense and any liability paid or
incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, civil, criminal, administrative, investigative or
other, whether brought by or in the right of the Company or otherwise, in which
he or she may be involved, as a party or otherwise, by reason of such person
being or having been a Director or officer of the Company or by reason of the
fact that such person is or was serving at the request of the Company as a
Director, officer, employee, fiduciary or other representative of the
Corporation or another corporation, partnership, joint venture, trust, employee
benefit plan or other entity (such claim, action, suit or proceeding hereafter
being referred to as "action"); provided, however, that no such right of
indemnification shall exist with respect to an action brought by a Director or
officer against the Company (other than a suit for indemnification as provided
in paragraph (B)). Such indemnification shall include the right to have
expenses incurred by such person in connection with an action paid in advance by
the Company prior to final disposition of such action, subject to such
conditions as may be prescribed by law. As used herein, "expense" shall include
fees and expenses of counsel selected by such person; and "liability" shall
include amounts of judgments, excise taxes, fines and penalties, and amounts
paid in settlement.
(B) Right of Claimant to Bring Suit. If a claim under paragraph (A)
-------------------------------
of this Section is not paid in full by the Company within thirty (30) days after
a written claim has been received by the Company, the claimant may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim, and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expense of prosecuting such claim.
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It shall be a defense to any such action that the conduct of the claimant was
such that under Nevada law the Company would be prohibited from indemnifying the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Company. Neither the failure of the Company (including its Board of
Directors, independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because the conduct of the claimant
was not such that indemnification would be prohibited by law, nor an actual
determination by the Company (including the Board of Directors, independent
legal counsel or its stockholders) that the conduct of the claimant was such
that indemnification would be prohibited by law, shall be a defense to the
action or create a presumption that the conduct of the claimant was such that
indemnification would be prohibited by law.
(C) Insurance and Funding. The Company may purchase and maintain
---------------------
insurance to protect itself and any person eligible to be indemnified hereunder
against any liability or expense asserted or incurred by such person in
connection with any action, whether or not the Company would have the power to
indemnify such person against such liability or expense by law or under the
provisions of this Section 3. The Company may make other financial arrangements
which include a trust fund, program of self-insurance, grant a security interest
or other lien on any assets of the corporation, establish a letter of credit,
guaranty or surety as set forth in 1987 Statutes of Nevada, Chapter 28 to ensure
the payment of such sums as may become necessary to effect indemnification as
provided herein.
(D) Non-Exclusive; Nature and Extent of Rights. The right of
------------------------------------------
indemnification provided for herein (1) shall not be deemed exclusive of any
other rights,
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whether now existing or hereafter created, to which those seeking
indemnification hereunder may be entitled under any agreement, by-law or article
provision, vote of stockholders or directors or otherwise, (2) shall be deemed
to create contractual rights in favor of persons entitled to indemnification
hereunder, (3) shall continue as to persons who have ceased to have the status
pursuant to which they were entitled or were denominated as entitled to
indemnification hereunder and shall inure to the benefit of the heirs and legal
representatives of persons entitled to indemnification hereunder, and (4) shall
be applicable to actions, suits or proceedings commenced after the adoption
hereof, whether arising from acts or omissions occurring before or after the
adoption hereof. The right of indemnification provided for herein may not be
amended, modified or repealed so as to limit in any way the indemnification
provided for herein with respect to any acts or omissions occurring prior to the
adoption of any such amendment or repeal.
Section 4:
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In furtherance, and not in limitation, of the powers conferred by
statute, the Board of Directors, by a majority vote of those present at any
called meeting, is expressly authorized:
(A) To hold its meetings, to have one or more offices and to keep the
books of the Corporation, except as may be otherwise specifically required by
the laws of the State of Nevada, within or without the State of Nevada, at such
places as may be from time to time designated by it.
(B) To determine from time to time whether, and if allowed under what
conditions and regulations, the accounts and books of the Corporation (other
than the books required by law to be kept at the principal office of the
Corporation in Nevada), or
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any of them, shall be open to inspection of the stockholders, and the
stockholders' rights in this respect are and shall be restricted or limited
accordingly.
(C) To make, alter, amend and rescind the By-Laws of the Corporation,
to fix the amount to be reserved as working capital, to fix the times for the
declaration and payment of dividends, and to authorize and cause to be executed
mortgages and liens upon the real and personal property of the Corporation.
(D) To designate from its number an executive committee, which, to the
extent provided by the By-Laws of the Corporation or by resolution of the Board
of Directors, shall have and may exercise in the intervals between meetings of
the Board of Directors, the powers thereof which may lawfully be delegated in
respect of the management of the business and the affairs of the Corporation,
and shall have power to authorize the seal of the Corporation to be affixed to
such papers as may require it. The Board of Directors may also, in its
discretion, designate from its number a finance committee and delegate thereto
such of the powers of the Board of Directors as may be lawfully delegated, to be
exercised when the Board is not in session.
ARTICLE XXXVI
AMENDMENTS
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These By-Laws may be amended, added to, altered or repealed in whole
or in part at any Annual or Special Meeting of the Stockholders by vote in
either case of a majority of the voting power of the capital stock issued and
outstanding and entitled to vote, provided notice of the general nature or
character of the proposed amendment, addition, alteration or repeal is given in
the notice of said meeting, or by the affirmative vote of a majority of the
Board of Directors present at a called Regular or Special Meeting of the Board
of Directors, provided notice of the general nature or character of the proposed
amendment, addition, alteration or repeal is given in the notice of said
meeting.
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