BYLAWS OF
NPC Holdings, Inc.
ARTICLE 1
Corporate Identification
1.01. Name. The corporation shall transact business under the name of NPC
Holdings, Inc.
1.02. Corporate Offices. The Corporation shall maintain such offices,
within or without the State of Nevada, as the Board of Directors may from time
to time designate. The location of the principle office may be changed by the
Board of Directors.
1.03. Seal. The Board of Directors shall provide for a corporate seal,
which shall be circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation, and the words "Corporate Seal."
1.04. Fiscal Year. The fiscal year of the corporation shall begin on the
1st day of July, and shall end on the 30th day of June.
ARTICLE 2
Shareholders
2.01. Place of Meetings. Meetings of the shareholders of the corporation
shall be held at the principal office of the corporation, unless all
shareholders entitled to vote agree in writing to meet elsewhere.
2.02. Annual Meetings. The annual meeting of the shareholders shall be held
at 10:00 o'clock a.m. on the first Tuesday of October each year. If this day is
a legal holiday, then the meeting shall be held on the first following day that
is not a legal holiday. A failure to hold the annual meeting shall not impair
the ability of the corporation to act or transact business.
2.03. Special Meetings. Special meetings of the shareholders may be called
by the President or by the Board of Directors, and shall be called by the
President upon the signed written request of the holders of ten percent or more
of the outstanding shares of the corporation entitled to vote at the meeting.
Only business within the purpose or purposes described in the notice of the
meeting may be conducted at a special meeting of the shareholders.
2.04. Action Without Meeting. Any action required or permitted to be taken
at a meeting of the shareholders, may be taken without a meeting if a consent,
in writing, setting forth the action so taken is signed by a majority of the
shareholders who would have been entitled to vote on the action had a meeting
been held.
2.05. Notice of Meetings. Written notice stating the place, day, 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 delivered or mailed to each
shareholder who is entitled to vote at the meeting with the written or printed
signature of the President and Secretary subscribed thereto, not less than ten
nor more than sixty days before the date of the meeting. A waiver of the notice
of any meeting, in writing, signed by the person entitled to the notice, whether
before, at, or after the time stated therein, shall be deemed equivalent of such
notice. Attendance by a shareholder, without objection to the notice, whether in
person or by proxy, at a shareholders' meeting shall constitute a waiver of
notice of the meeting.
2.06. Closing of Transfer Books. For the purposes of determining the
shareholders who are entitled to notice of or to vote at a meeting of
shareholders or an adjournment thereof, or the shareholders who are entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed fifty days. If the stock transfer book shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days and, in the case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of shareholders, or of
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.
2.07. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order with the address of, and the number of shares held by each
shareholder, which list, for the period between its compilation and the meeting
for which it was compiled, shall be kept on file at the registered office of the
corporation and shall be subject to inspection by any shareholder at any time
during normal business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to inspection by any
shareholder during the meeting. The original stock transfer book shall be prima
facie evidence of the shareholders entitled to examine such list or transfer
books or to vote at any meeting of shareholders.
2.08. Quorum and Voting. A majority of the outstanding shares of the
corporation entitled to vote, when represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time (but not to exceed sixty
days) without further notice. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally scheduled. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of shareholders sufficient to leave less than a
quorum. Unless a greater vote on a particular matter is required by law, by the
Articles of Incorporation, or by these Bylaws, a majority vote of the shares
present and entitled to vote shall carry any action proposed or voted on at a
shareholders' meeting.
2.09. Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by the shareholder's authorized
attorney in fact. Such proxy may be filed with the Secretary of the corporation
before or at the time of the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
2.10. Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provisions, as the
Board of Directors of such corporation may determine, provided, however, that no
shares held by another corporation, the election of whose directors is
controlled by this corporation, shall be entitled to vote.
Shares held by an administrator, executor, guardian, or conservator may be
voted by such person, either in person or by proxy, without a transfer of such
shares into such person's name. Shares standing in the name of a trustee may be
voted by the trustee, either in person or by proxy, but a trustee shall not be
entitled to vote shares so held without a transfer of such shares into the
trustee's name.
Shares standing in the name of a receiver may be voted by the receiver, and
shares held by or under the control of a receiver may be voted by the receiver
without the transfer thereof into the receiver's name if the authority to do so
is contained in an appropriate order of the court by whom the receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
ARTICLE 3
Board of Directors
3.01. General Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, except as otherwise provided by law or by the
Articles of Incorporation.
3.02. Number, Tenure, and Qualifications. The number of directors of the
corporation shall be no less than one and no more than twelve. The number of
directors may be changed only as provided in the Articles of Incorporation. Each
director shall hold office until the next annual meeting of the shareholders and
until his or her successor shall have been elected and qualified. Directors need
not be residents of any particular state or shareholders of the corporation.
3.03. Regular Meetings. A meeting of the Board of Directors shall be held
without notice other than this provision immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of regular meetings
without other notice than such resolution.
3.04. Special Meetings; Notice. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, wherever located, as the place for holding a special meeting
of the Board of Directors called by them. Written notice of a special meeting
shall be given to each director at least two days prior to a special meeting,
except that if the written notice is mailed to a director or is given by
telegram at least four days prior notice must be given, which notice shall be
deemed given when mailed or telegraphed. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
3.05. Action Without Meeting. Any action required or permitted to be taken
at any meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting if a written consent setting forth the action so taken is
signed by all of the directors that would have been entitled to vote on the
action had a meeting been held.
3.06. Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than such majority be present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice. The directors present at a meeting may continue to transact business
until adjournment not withstanding the withdrawal of directors sufficient to
leave less than a quorum.
3.07. Voting Requirements. Except as otherwise provided by law, in the
Articles of Incorporation, or in these Bylaws, a majority vote of the directors
present at a meeting at which a quorum is present shall be required for an act
or resolution under consideration to constitute an act or resolution of the
Board of Directors.
3.08. Vacancies. Any vacancy occurring in the Board of Directors shall be
filled by the Board of Directors until an annual meeting is held and new
directors are elected by the shareholders. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by election at
an annual meeting of shareholders or at a special meeting of shareholders called
for that purpose. A director chosen to fill a vacancy resulting from an increase
in the number of directors shall hold office until the director's successor
shall have been elected and qualified.
3.09. Compensation. By resolution of the Board of Directors the directors
may be paid their expenses, if any, for attendance at any meeting of the Board
of Directors, and, if such compensation is approved by a majority vote of the
shareholders entitled to vote, may be paid a fixed sum for attendance at any
meeting of the Board of Directors or a stated salary as director. No payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
3.10. Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless the
dissent of the director shall be entered in the minutes of the meeting or unless
the director shall file a written dissent to such action before adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of the action dissented
to.
3.11. Removal of Directors. At a special meeting of the shareholders called
expressly for that purpose, Directors may be removed in the manner provided in
this section. One or more directors or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors. No director may be
removed if the votes cast against a director's removal would be sufficient to
elect the director if cumulatively voted at an election of the entire Board of
Directors. A director shall be entitled to receive notice of and a hearing with
respect to his or her removal for cause.
3.12. Standards of Conduct. A director shall discharge his or her
duties as a director, including his or her duties as a member of a committee, in
good faith, with the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and in a manner that he or she reasonably
believes to be in the best interests of the corporation.
In discharging his or her duties a director is entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the
matters presented;
(2) legal counsel, public accountants, or other persons as to matters
the director reasonably believes are within the person's
professional or expert competence; or
(3) a committee of the board of directors of which the director is
not a member if the director reasonably believes the committee
merits confidence.
A director is not acting in good faith if the director has knowledge
concerning the matter in question that makes otherwise permissible reliance
unwarranted.
A director is not liable for any action taken as a director, or any failure
to take any action, if he or she performed the duties of office in compliance
with this section.
ARTICLE 4
Officers
4.01. Number, Election and Tenure. The officers of the corporation shall be
a President, a Vice President, a Secretary, and a Treasurer, each of whom shall
be elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. All officers of the corporation shall serve at the pleasure of the
Board of Directors for the compensation fixed under Section 4.09 of these
Bylaws. Any two or more offices may be held by the same person, except as
otherwise provided by law.
4.02. Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed, with or without cause, by the Board of Directors
whenever in its judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
4.03. Vacancies. Whenever a vacancy shall occur in any office by reason of
death, resignation, increase in number of offices of the corporation, or
otherwise, the vacancy shall be filled by the Board of Directors, and the
officer so elected shall hold office as provided in Section 4.01 of these
Bylaws.
4.04. President. The President shall be the principal executive officer of
the corporation, and, subject to the control of the Board of Directors, shall
have general control of the business, affairs, and property of the corporation,
and control over its agents, officers, and employees. The President shall, when
present, preside at all meetings of the shareholders and of the Board of
Directors, and shall perform such other duties and exercise such other powers as
from time to time may be assigned to the President by these Bylaws or by the
Board of Directors.
4.05. Vice President. The Vice President shall perform all duties incumbent
upon the President during the absence or disability of the President, and shall
perform such other duties as from time to time may be assigned to the Vice
President by these Bylaws or by the Board of Directors.
4.06. The Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' meetings and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws as required by law; (c) be the
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution of
which on behalf of the corporation under its seal, is duly authorized; (d) keep
a register of the address of each shareholder, which shall be furnished to the
secretary by such shareholder; (e) sign with the President, or the Vice
President, certificates for shares of the corporation, the issuance of which
shall have been authorized by a resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) perform
all duties incident to the office of secretary and such other duties as from
time to time may be assigned to the Secretary by the President or the Board of
Directors.
4.07. The Treasurer. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board of Directors shall determine. The
Treasurer shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; (b) receive and give receipts for monies due
and payable to the corporation from any source whatsoever; (c) deposit all
monies received in the name of the corporation in the banks or other
depositories as shall be selected in accordance with the provisions of Article 5
of these Bylaws; and (d) perform the duties as from time to time may be assigned
to the Treasurer by the President or the Board of Directors.
4.08. Assistant Secretaries and Treasurers. One or more Assistant
Secretaries or Assistant Treasurers may be appointed by the Board of Directors.
Such persons shall have such duties as from time to time may be assigned to them
by the Board of Directors, the President, or the Secretary or Treasurer, as the
case may be.
4.09. Compensation. The compensation of the officers shall be fixed or
approved from time to time by the Board of Directors and no officer shall be
prevented from receiving such compensation by reason of the fact that the
officer is also a director of the corporation.
ARTICLE 5
Contracts, Loans, Checks, Deposits, and Official Books and Records
5.01. Contracts. The Board of Directors may authorize any officer or agent
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific matters.
5.02. Loans. No loans shall be contracted on behalf of the corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. The Board of Directors shall have the
following power with respect to the lending of funds:
(a) Loans of Funds, Generally. To lend money in furtherance of any of
the purposes of the Corporation; to invest and reinvest the funds
of the Corporation from time to time; and to take and hold any
property as security for the payment of funds so loaned or
invested.
(b) Loans to Employees and Directors. If approved by the holders of a
majority of the voting shares, to lend money and use its credit
to assist any employee or director of the Corporation, if the
Board of Directors determines that such loan or assistance may
benefit the Corporation.
5.03. Checks, Drafts, Etc. All checks, drafts, or other orders for the
payment of money, notes, or other evidence of indebtedness issued in the name of
the corporation shall be signed by such officer or agent of the corporation and
in such manner as shall from time to time be determined by a resolution of the
Board of Directors.
5.04. Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks or
other depositories as the Board of Directors may by resolution select.
5.05. Official Books and Records. The official books and records of the
corporation shall consist of the minute book, the stock book, the stock transfer
book, and the books and records of account. The Secretary shall be responsible
for their upkeep and safekeeping. Any shareholder, either in person or by
representative, shall have the right to inspect and make copies or extracts of
the official books and records at any reasonable time for any lawful purpose.
ARTICLE 6
Capital Stock
6.01. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or the Vice
President and by the Secretary or an Assistant Secretary. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and the date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificates shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.
6.02. Consideration for Shares. The consideration for the issuance of
shares may be paid, in whole or in part, in money, in other property, tangible
or intangible, or in labor or services actually performed for the Corporation.
When payment of the consideration for which shares are to be issued shall have
been received by the Corporation, such shares shall be deemed to be fully paid
and nonassessable. In the absence of fraud in the transaction, the judgment of
the Board of Directors as to the value of the consideration received for shares
shall be conclusive. No certificate shall be issued for any share until the
share is fully paid.
6.03. Issuance of Shares. Shares of capital stock of the corporation shall
not be issued except on a majority vote of the Board of Directors. The vote of
each director shall appear in the written minutes of each Board of Directors'
meeting in which the issuance of shares was approved.
6.04. Dividends. The holders of the capital stock of the Corporation shall
be entitled to receive, when and as declared by the Board of Directors, solely
out of unreserved and unrestricted earned surplus, dividends payable either in
cash, in property, or in shares of capital stock. No dividends shall be paid
upon the capital stock in any medium if the source out of which it is proposed
to pay the dividend is due to or arises from unrealized appreciation in value or
from a revaluation of assets, or if the Corporation is, or is thereby rendered,
incapable of paying its debts as they become due in the usual course of its
business.
6.05. Uncertified Shares. Shares of the capital stock of the Corporation
shall not be issued without a certificate.
ARTICLE 7
Amendments
7.01. Amendment. These Bylaws may be amended or repealed, and new bylaws
may be adopted, by the holders of a majority of the voting shares at any annual
or special meeting or by a majority vote of the Board of Directors at any
regular or special meeting, except that the shareholders in amending or
repealing a particular bylaw may provide that the Board of Directors may not
amend or repeal that bylaw.
Accepted and Adopted by the Board of Directors on the 29th day of June,
2000.
By:
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Kip Eardley, President