B Y L A W S
OF
DIVERSIFIED STRATEGIES, INC.
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The board of directors shall fix
the location of the principal executive office of the corporation at
any place within or outside the State of California. If the principal
executive office is located outside this state, and the corporation has
one or more business offices in this state, the board of directors
shall fix and designate a principal business office in the State of
California.
Section 2. OTHER OFFICES. The board of directors may
at any time establish branch or subordinate offices at any place
or places where the corporation is qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of shareholders shall
be held at any place within or outside the State of California
designated by the board of directors. In the absence of any such
designation, shareholders meetings shall be held at the principal
executive office of the corporation.
Section 2. ANNUAL MEETINGS. The annual meetings of
shareholders shall be held on such date as shall be determined by the
board of directors. At such meetings directors shall be elected,
reports of the affairs of the Corporation shall be considered, and any
other business may be transacted which is within the power of the
shareholders.
Section 3. SPECIAL MEETINGS. A special meeting of the
shareholders may be called at any time by the board of directors, or by
the chairman of the board, or by the president, or by one or more
shareholders holding shares in the aggregate entitled to cast not less
than 10% of the votes at that meeting.
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EXHIBIT 3.2
If a special meeting is called by any person or persons
other than the board of directors, the request shall be in writing,
specifying the time of such meeting and the general nature of the
business proposed to be transacted, and shall be delivered personally
or sent by registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president, any vice
president, or the secretary of the corporation. The officer receiving
the request shall cause notice to be promptly given to the shareholders
entitled to vote, in accordance with the provisions of Sections 4 and 5
of this Article II, that a meeting will be held at the time requested
by the person or persons calling the meeting, not less than thirty-five
(35) nor more than sixty (60) days after the receipt of the request. If
the notice is not given within twenty (20) days after receipt of the
request, the person or persons requesting the meeting may give the
notice. Nothing contained in this paragraph of this Section 3 shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the board of directors may be held.
Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of
meetings of shareholders shall be sent or otherwise given in accordance
with Section 5 of this Article II not less than ten (10) days nor more
than sixty (60) days before the date of the meeting. The notice shall
specify the place, date and hour of the meeting and (i) in the case of
a special meeting, the general nature of the business to be transacted,
and no other business may be transacted, or (ii) in the case of the
annual meeting, those matters which the board of directors, at the time
of giving the notice, intends to present for action by the
shareholders. The notice of any meeting at which directors are to be
elected shall include the name of any nominee or nominees whom, at the
time of the notice management intends to present for election.
If action is proposed to be taken at any meeting for approval
of (i) a contract or transaction in which a director has a direct or
indirect financial interest, pursuant to Section 310 of the
Corporations Code of California, (ii) an amendment of the articles of
incorporation, pursuant to Section 902 of that Code, (iii) a
reorganization of the corporation, pursuant to Section 1201 of that
Code, (iv) a voluntary dissolution of the corporation, pursuant to
Section 1900 of that Code, or (v) a distribution in dissolution other
than in accordance with the rights of outstanding preferred shares,
pursuant to Section 2007 of that Code, the notice shall also state the
general nature of that proposal.
Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of shareholders shall be given either personally
or by first-class mail or telegraphic or other written communication,
charges prepaid, addressed to the shareholder at the address of that
shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the
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EXHIBIT 3.2
purpose of notice. If no such address appears on the corporation's books
or is given, notice shall be deemed to have been given if sent to that
shareholder by first-class mail or telegraphic or other written
communication to the corporation's principal executive office, or if
published at least once in a newspaper of general circulation in the
county where that office is located. Notice shall be deemed to have been
given at the time when delivered personally or deposited in the mail or
sent by telegram or other means of written communication.
If any notice addressed to a shareholder at the address of
that shareholder appearing on the books of the corporation is returned
to the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the
notice to the shareholder at that address all future notices or reports
shall be deemed to have been duly given without further mailing if these
shall be available to the shareholder on written demand of the
shareholder at the principal executive office of the corporation for a
period of one year from the date of the giving of the notice.
An affidavit of the mailing or other means of giving notice of
any shareholders' meeting shall be executed by the secretary, assistant
secretary, or any transfer agent of the corporation giving the notice,
and shall be filed and maintained in the minute book of the corporation.
Section 6. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting of
shareholders shall constitute a quorum for the transaction of business.
The shareholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than
a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.
Section 7. ADJOURNED MEETING; NOTICE. Any shareholders
meeting, annual or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of the majority of the shares
represented at that meeting, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at that
meeting, except as provided in Section 6 of this Article II.
When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place are announced at a meeting at
which the adjournment is taken, unless a new record date for the
adjourned meeting is fixed or unless the adjournment is for more than
forty-five (45) days from the date set for the original meeting, in
which case the board of directors shall set
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EXHIBIT 3.2
a new record date. Notice of any such adjourned meeting shall be given
to each shareholder of record entitled to vote at the adjourned
meeting in accordance with the provisions of Section 4 and 5 of this
Article II. At any adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting.
Section 8. VOTING. The shareholders entitled to vote
at any meeting of shareholders shall be determined in accordance
with the provisions of Section 11 of this Article II, subject to
the provisions of Sections 702 to 704, inclusive, of the Corporations
Code of California (relating to voting shares held by a fiduciary, in
the name of a corporation, or in joint ownership) . The shareholders'
vote may be by voice vote or by ballot; provided, however, than any
election for directors must be by ballot if demanded by any
shareholder before the voting has begun. On any matter other than
election of directors, any shareholder may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or
vote them against the proposal, but, if the shareholder fails to
specify the number of shares which the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares that the shareholder is
entitled to vote. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote
on any matter (other than the election of directors) shall be the act
of the shareholders, unless the vote of a greater number or voting by
classes is required by California General Corporation Law or by the
articles of incorporation.
At a shareholders' meeting at which directors are to be
elected, no shareholder shall be entitled to cumulate votes (i.e.,
cast for any one or more candidates a number of votes greater than the
number of the shareholder's shares) unless the candidates' names have
been placed in nomination prior to commencement of the voting and a
shareholder has given notice prior to commencement of the voting of
the shareholder's intention to cumulate votes. if any shareholder has
given such a notice, then every shareholder entitled to vote may
cumulate votes for candidates in nomination and give one candidate a
number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder's shares
are entitled, or distribute the shareholder's votes on the same
principle among any or all of the candidates as the shareholder thinks
fit. The candidates receiving the highest number of votes, up to the
number of directors to be elected, shall be elected.
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EXHIBIT 3.2
Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT
SHAREHOLDERS. The transactions of any meeting of shareholders whether
annual or special, however called and noticed, and wherever held, shall
be as valid as though had a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if,
either before or after the meeting, each person entitled to vote, who
was not present in person or by proxy, signs a written waiver of notice
or a consent to a holding of the meeting, or an approval of the
minutes. The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any annual or special
meeting of shareholders, except that if action is taken or proposed to
be taken for approval of any of those matters specified in the second
paragraph of Section 4 of this Article II, the waiver of notice or
consent shall state the general nature of the proposal. All such
waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a
waiver of notice of that meeting, except when the person objects at the
beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened, and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters not included in the notice of the meeting if
that objection is expressly made at the meeting.
Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING. Any action which may be taken at any annual or special meeting
of shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, is
signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take
that action at a meeting at which all shares entitled to vote on that
action were present and voted. In the case of election of directors,
such consent shall be effective only if signed by the holders of all
outstanding shares entitled to vote for the election of directors;
provided, however, that a director may be elected at any time to f ill
a vacancy on the board of directors that has not been filled by the
directors, by the written consent of the holders of a majority of the
outstanding shares entitled to vote for the election of directors. All
such consents shall be filed with the secretary of the corporation and
shall be maintained in the corporate records. Any shareholder giving a
written consent, or the shareholder's proxy holders, or a transferee of
the shares or a personal representative of the shareholder or their
respective proxy holders, may revoke the consent by a writing received
by the secretary of the corporation before written consents of the
number of shares required to authorize the proposed action have been
filed with the secretary.
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EXHIBIT 3.2
If the consents of all shareholders entitled to vote have
not been solicited in writing, and if the unanimous written consent of
all such shareholders shall not have been received, the secretary shall
give prompt notice of the corporate action approved by the shareholders
without a meeting. This notice shall be given in the manner specified
in Section 5 of this Article II. In the case of approval of (i)
contracts or transactions in which a director has a direct or indirect
financial interest, pursuant to Section 310 of the Corporations Code of
California, (ii) indemnification of agents of the corporation, pursuant
to Section 317 of that Code, (iii) a reorganization of the corporation
pursuant to Section 1201 of that Code and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding
preferred shares, pursuant to Section 2007 of that Code, the notice
shall be given at least ten (10) days before the consummation of any
action authorized by that approval.
Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND
GIVING CONSENTS. For purposes of determining the shareholders entitled
to notice of any meeting or to vote or entitled to give consent to
corporate action without a meeting, the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) days
nor less than ten (10) days before the date of any meeting or any such
action without a meeting, and in this event only shareholders of record
on the date so fixed are entitled to notice and to vote or to give
consents, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date, except as
otherwise provided in the California General Corporation Law.
If the board of directors does not so fix a record date:
(a) The record date for determining shareholders en- titled
to notice of or to vote at a meeting of shareholders shall be at the
close of business on the business day next preceding the day on which
notice is given or, if notice is waived, at the close of business on
the business day next preceding the day on which the meeting is held.
(b) The record date for determining shareholders en- titled
to give consent to corporate action in writing without a meeting, (i)
when no prior action by the board has been taken, shall be the day on
which the first written consent is given, or (ii) when prior action of
the board has been taken shall be at the close of business on the day
on which the board adopts the resolution relating to that action, or
the sixtieth (60th) day before the date of such other action, whichever
is later.
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EXHIBIT 3.2
Section 12. PROXIES. Every person entitled to vote for
directors or on any other matter shall have the right to do so either
in person or by one or more agents authorized by a written proxy
signed by the person and filed with the secretary of the corporation.
A proxy shall be deemed signed if the shareholder's name is placed on
the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the shareholder or the shareholder's
attorney in fact. A validly executed proxy which does not state that
it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that
proxy, by a writing delivered to the corporation stating that the
proxy is revoked, or by a subsequent proxy executed by, or attendance
at the meeting and voting in person by, the person executing the
proxy; or (ii) written notice of the death or incapacity of the maker
of that proxy is received by the corporation before the vote pursuant
to that proxy is counted; provided however, that no proxy shall be
valid after the expiration of eleven (11) months from the date of the
proxy, unless otherwise provided in the proxy. The revocability of a
proxy that states on its face that it is irrevocable shall be governed
by the provisions of Section 705(e) and 705(f) of the Corporations
Code of California.
Section 13. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the board of directors may appoint any persons other
than nominees for office to act as inspectors of election at the
meeting or its adjournment. If no inspectors of election are so
appointed, the chairman of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one
(1) or three (3). If inspectors are appointed at a meeting on the
request of one or more shareholders or proxies, the holders of a
majority of shares or their proxies present at the meeting shall
determine whether one (1) or three (3) inspectors are to be appointed.
If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request
of any shareholder or a shareholder's proxy shall, appoint a person to
fill that vacancy.
These inspectors shall:
(a) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of
a quorum, and the authenticity, validity and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in
any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
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EXHIBIT 3.2
(e) Determine when the polls shall close;
(f) Determine the result;
(g) Do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the
California General Corporation Law and any limitations in the articles
of incorporation and these bylaws relating to action required to be
approved by the shareholders or by the outstanding shares the business
and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the director of the board of
directors.
Without prejudice to these general powers, and subject to
the same limitations, the directors shall have the power to:
(a) Select and remove all officers, agents, and employees of
the corporation; prescribe any powers and duties for them that are
consistent with law, with the articles of incorporation, and with
these bylaws; fix their compensation; and require from them security
for faithful service.
(b) Change the principal executive office or the principal
business office in the State of California from one location to
another; cause the corporation to be qualified to do business in any
other state, territory, dependency, or country and conduct business
within or without the State of California; and designate any place
within or without the State of California for the holding of any
shareholders' meeting or meetings, including annual meetings.
(c) Adopt, make and use a corporate seal; prescribe the form
of certificates of stock; and alter the form of the seal and
certificates.
(d) Authorize the issuance of shares of stock of the
corporation on any lawful terms, in consideration of money paid, labor
done, services actually rendered, debts or securities cancelled or
tangible or intangible property actually received.
(e) Borrow money and incur indebtedness on behalf of the
corporation, and cause to be executed and delivered for the
corporation's purposes, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations,
and other evidences of debt and securities.
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EXHIBIT 3.2
(f) Take the action provided for in Article IV of these
bylaws.
Section 2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The
authorized number of directors shall be not less than three (3) nor
more than seven (7) until changed by amendment of the Articles of
Incorporation or by a bylaw duly adopted by the shareholders. The
exact number of Directors shall be fixed, within the limits specified
in the Articles of Incorporation or the Bylaws, or by a bylaw or
amendment thereof duly adopted by the shareholders or by the Board of
Directors.
The exact number of Directors shall be three (3) until
changed as provided in the foregoing paragraph of this Section 2.
Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the share-
holders to hold office until the next annual meeting. Each directors,
including a director elected to fill a vacancy, shall hold office
until the expiration of the term for which elected and until a
successor has been elected and qualified, subject to Section 4 of this
Article III.
Section 4. VACANCIES. Vacancies on the board of directors
may be filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director, except that a vacancy
created by the removal of a director by the vote or a written consent
of the shareholders or by court order may be filled only by the vote
of a majority of the shares entitled to vote represented at a duly
held meeting at which a quorum is present, or by the written consent
of holders of a majority of the outstanding shares entitled to vote.
Each director so elected shall hold of f ice until the next annual
meeting of the shareholders and until a successor has been elected and
qualified.
A vacancy or vacancies in the board of directors shall be
deemed to exist in the event of the death, resignation or removal of
any director, or if the board of directors by resolution declares
vacant the office of a director who has been declared of unsound mind
by an order of court or convicted of a felony, or if the authorized
number of directors is increased, or if the shareholders fail, at any
meeting of shareholders at which any director or directors are
elected, to elect the number of directors to be voted for at that
meeting.
The shareholders may elect a director or directors at any
time to f ill any vacancy or vacancies not filled by the directors,
but any such election by written consent shall require the consent of
a majority of the outstanding shares entitled to vote.
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EXHIBIT 3.2
Any director may resign effective on giving written notice
to the chairman of the board, the president, the secretary or the
board of directors, unless the notice specifies a later time for that
resignation to become effective. If the resignation of a director is
effective at a future time, the board of directors may elect a
successor to take office when the resignation becomes effective.
No reduction of the authorized number of directors shall
have the effect of removing any director before that director's term
of office expires.
Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.
Regular meetings of the board of directors may be held at any place
within or outside the State of California that has been designated
from time to time by resolution of the board. In the absence of such a
designation, regular meetings shall be held at the principal executive
office of the corporation. Special meetings of the board shall be held
at any place within or outside the State of California that has been
designated in the notice of the meeting or, if not stated in the
notice of there is no notice, at the principal executive office of the
corporation. Any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long as
all directors participating in the meeting can hear one another, and
all such directors shall be deemed to be present in person at the
meeting.
Section 6. ANNUAL MEETING. Immediately following each annual
meeting of shareholders, the board of directors shall hold a regular
meeting for the purpose of organization, any desired election of
officers, and the transaction of other business. Notice of this
meeting shall not be required.
Section 7. OTHER REGULAR MEETINGS. Other regular meetings of
the board of directors shall be held without call at such time as
shall from time to time be fixed by the board of directors. Such
regular meetings may be held without notice.
Section 8. SPECIAL MEETINGS. Special meetings of the
board of directors for any purpose or purposes may be called at
any time by the chairman of the board or the president or any vice
president or the secretary or any two directors.
Notice of time and place of special meetings shall be
delivered personally or by telephone to each director or sent by
first-class mail or telegram, charges prepaid, addressed to each
director at that director's address as it is shown on the records of
the corporation. In case the notice is mailed, it shall be deposited
in the United states mail at least four (4) days before the time of
the holding of the meeting. In case the notice is delivered personally
or by telephone or to the telegram, it shall be delivered personally
or by telephone or to the telegraph company
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EXHIBIT 3.2
at least forty-eight (48) hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the off ice of
the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not
specify the purpose of the meeting nor the place if the meeting is to
be held at the principal executive office of the corporation.
Section 9. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business,
except to adjourn as provided in Section 11 of this Article III.
Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present shall be
regarded as the act of the board of directors, subject to the
provisions of Section 310 of the Corporations Code of California (as
to approval of contracts or transactions in which a director has a
direct or indirect material financial interest), Section 311 of that
Code (as to appointment of committees), and Section 317(e) of that
Code (as to indemnification of directors). A meeting at which a
quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that
meeting.
Section 10. WAIVER OF NOTICE. The transactions of any
meeting of the board of directors, however called and noticed or
wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice if a quorum is present and if, either
before or after the meeting, each of the directors not present signs
a written waiver of notice, a consent to holding the meeting or an
approval of the minutes. The waiver of notice or consent need not
specify the purpose of the meeting. All such waivers, consents, and
approvals shall be filed with the corporate records or made a part of
the minutes of the meeting. Notice of a meeting shall also be deemed
given to any director who attends the meeting without protesting
before or at its commencement, the lack of notice to that director.
Section 11. ADJOURNMENT. A quorum of the directors may
adjourn any directors' meeting to meet again at a stated day and
hour; provided, however, in the absence of a quorum a majority of the
directors present may adjourn any meeting to another time and place.
Section 12. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given, unless the
meeting is adjourned for more than twenty-four hours, in which case
notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 8 of this
Article III, to the directors who were not present at the time of the
adjournment.
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EXHIBIT 3.2
Section 13. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the board of directors may be taken without a
meeting, if all members of the board shall individually or
collectively consent in writing to that action. Such action by written
consent shall have the same force and effect as an unanimous vote of
the board of directors. Such written consent or consents shall be
filed with the minutes of the proceedings of the board.
Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors
and members of committees may receive such compensation, if any, for
their services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the board of directors. This Section 14
shall not be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation for those services.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF DIRECTORS. The board of directors
may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of two or
more directors, to serve at the pleasure of the board. The board may
designate one or more directors as alternative members of any
committee, who may replace any absent member at any meeting of the
committee. Any committee, to the extent provided in the resolution of
the board, shall have all the authority of the board, except with
respect to:
(a) The approval of any action which, under the General
Corporation Law of California, also requires shareholders' approval or
approval of the outstanding shares;
(b) The filling of vacancies on the board of directors
or in any committee;
(c) The fixing of compensation of the directors for
serving on the board or on any committee;
(d) The amendment or repeal of bylaws or the adoption
of new bylaws;
(e) The amendment or repeal of any resolution of the
board of directors which by its express terms is not so amendable
or repealable;
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EXHIBIT 3.2
(f) A distribution to the shareholders of the corporation,
except at a rate or in a periodic amount or within a price range
determined by the board of directors; or
(g) The appointment of any other committees of the board of
directors or the members of these committees.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and
action of committees shall be governed by, and held and taken in
accordance with, the provisions of Article III of these bylaws,
Section 5 (place of meetings), 7 (regular meetings), 8 (special
meetings and notice) , 9 (quorum) , 10 (waiver of notice), 11
(adjournment), 12 (notice of adjournment) and 13 (action without
meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board
of directors and its members except that the time of regular meetings
of committees may be determined either by resolution of the board of
directors or by resolution of the committee; special meetings of
committees may also be called by resolution of the board of
directors; and notice of special meetings of committees may also be
called by resolution of the board of directors; and notice of special
meetings of committees shall also be given to all alternate members
who shall have the right to attend all meetings of the committee. The
board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall
be a president, a chief executive officer, a chief operating officer,
a secretary, and a chief financial officer. The corporation may also
have, at the discretion of the board of directors, a chairman of the
board, one or more vice presidents, one or more assistant secretaries,
one or more assistant treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 3 of this
Article V. Any number of offices may be held by the same person.
Section 2. ELECTION OF OFFICERS. The officers of the
corporation, except such officers as may be appointed in accordance
with the provisions of Section 3 or Section 5 of this Article V, shall
be chosen annually by the board of directors, and each shall serve at
the pleasure of the board, subject to the rights, if any, of an
officer under any contract of employment.
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EXHIBIT 3.2
Section 3. SUBORDINATE OFFICERS. The board of directors may
appoint, and may empower the chief executive officer to appoint, such
other officers as the business of the corporation may require, each of
whom shall hold office for such period, have such authority and
perform such duties as are provided in the bylaws or as the board of
directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to
the rights, if any, of an officer under any contract of employment,
any officer may be removed, either with or without cause, by the board
of directors, at any regular or special meeting of the board, or,
except in the case of an officer chosen by the board of directors, by
any officer upon whom such power of removal may be conferred by the
board of directors.
Any officer may resign at any time by giving written notice
to the corporation. Any resignation shall take effect at the date of
the receipt of that notice or at any later time specified in that
notice; and, unless otherwise specified in that notice, the acceptance
of the resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office
because of death, resignation, removal, disqualification or any other
cause shall be filled in the manner prescribed in these bylaws for
regular appointments to that office.
Section 6. CHAIRMAN OF THE BOARD. The chairman of the board,
if such an officer be elected, shall, if present, preside at meetings
of the board of directors and exercise and perform such other powers
and duties as may be from time to time assigned to him by the board of
directors or prescribed by the bylaws. If there is no president, the
chairman of the board shall in addition be the chief executive officer
of the corporation and shall have the powers and duties prescribed in
Section 7 of this Article V.
Section 7. CHIEF EXECUTIVE OFFICER. The chief executive
officer shall preside at all meetings of the shareholders and, in the
absence of the chairman of the board, or if there be none, at all
meetings of the board of directors. Subject to the control of the
board of directors, the chief executive officer shall have general
supervision, direction and control of the business and the officers of
the corporation and shall have such other powers and duties as may be
prescribed by the board of directors of the bylaws.
14
EXHIBIT 3.2
Section 8. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the board to the chief executive officer, the
president shall preside at all meetings of the shareholders and all
meetings of the board of directors in the absence of the chief
executive officer. Except when otherwise directed by the board, the
president shall sign with the secretary or assistant secretary, if any,
all share certificates of the corporation and sign corporate
instruments on behalf of the corporation.
Section 9. VICE PRESIDENTS. In the absence or disability of
the president, the vice presidents, if any, in order of their rank as
fixed by the board of directors or, if not ranked, a vice president
designated by the board of directors, shall perform all the duties of
the president, and when so acting shall have all the powers of and be
subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties
as from time to time may be prescribed for them respectively by the
board of directors or the bylaws, and the president, or the chairman of
the boards.
Section 10. SECRETARY. The secretary shall keep or cause to
be kept, at the principal executive office or such other place as the
board of directors may direct, a book of minutes of all meetings and
actions of directors, committees of directors, and shareholders, with
the time and place of holding, whether regular or special, and if
special, how authorized, the notice given, the names of those present
at directors' meetings or committee meetings, the number of shares
present or represented at shareholder's meetings, and the proceedings.
The secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the
board of directors, a share register, or a duplicate share register,
showing the names of all shareholders and their addresses, the number
and classes of shares held by each, the number and date of certificates
issued for the same, and the number and date of cancellation of every
certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of
all meetings of the shareholders and of the board of directors
required by the bylaws or by law to be given, and he shall keep the
seal of the corporation if one be adopted, in safe custody, and shall
have such other powers and perform such other duties as may be
prescribed by the board of directors or by the bylaws.
Section 11. CHIEF FINANCIAL OFFICER. The chief financial
officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties
and business transactions of the corporation, including accounts of
its assets, liabilities, receipts,
15
EXHIBIT 3.2
Disbursements, gains, losses, capital, retained earnings, and shares.
The books of account shall at all reasonable times be open to
inspection by any director.
The chief financial officer shall deposit all monies and
other valuables in the name and to the credit of the corporation with
such depositories as may be designated by the board of directors. He
shall disburse the funds of the corporation as may be ordered by the
board of directors, shall render to the president and directors,
whenever they shall request it, an account of all of his transactions
as chief financial officer and of the financial condition of the
corporation, and shall have other powers and perform such other
duties as may be prescribed by the board of directors or the bylaws.
Section 12. PAYMENTS. Any payments made to an officer of
the corporation, such as salary, commission, bonus, interest or rent
or entertainment expense incurred by him, which shall be disallowed
in whole or in part as a deductible expense for federal income tax
purposes shall be reimbursable by such officer of the corporation to
the full extent of such disallowance. It shall be the duty of the
directors, as the board, to enforce payment of each amount
disallowed. In lieu of payments by the officer, subject to the
determination of the board of directors, proportionate amounts may be
withheld from his future compensation payments until the amount owed
to the corporation has been received.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS/ OFFICERS,
EMPLOYEES AND OTHER AGENTS
Section 1. GENERAL. The corporation shall have the
authority, to the maximum extent permitted by subdivisions (a)
through (h) of Section 317 of the California corporations Code, to
indemnify each of its "agents", as such term is defined in said
Section 317, from the occurrences and in the manner provided in said
subdivisions of Section 317, as fully as though the provisions
thereof were set out herein.
Section 2. INSURANCE. Upon and in the event of a
determination by the board of directors of this corporation to
purchase such insurance, this corporation shall purchase and maintain
insurance on behalf of any "agent" of the corporation against any
liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not this
corporation would have the power to indemnify the agent against such
liability under the provisions of this section.
16
EXHIBIT 3.2
ARTICLE VII
RECORDS AND REPORTS
Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation shall keep at its principal executive office, or at the
office of its transfer agent or registrar, if either be appointed and
as determined by resolution of the board of directors, a record of its
shareholders, giving the names and addresses of all shareholders and
the number and class of shares held by each shareholder.
A shareholder or shareholders of the corporation holding at
least five percent (5%) in the aggregate of the outstanding voting
shares of the corporation may (i) inspect and copy the records of
shareholders' names and addresses and shareholdings during the usual
business hours on five days prior written demand on the corporation,
and (ii) obtain from the transfer agent of the corporation, on written
demand and on the tender of such transfer agent's usual charges for
such list, a list of the shareholders' names and addresses, who are
entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which that list
has been compiled or as of a date specified by the shareholder after
the date of demand. This list shall be made available to any such
shareholder by the transfer agent on or before the later of five (5)
days after the demand is received or the date specified in the demand
as the date as of which the list is to be compiled.
The record of shareholders shall also be open to inspection
on the written demand of any shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose
reasonably related to the holder's interests as a shareholder or as
the holder of a voting trust certificate.
Any inspection and copying under this Section 1 may be made
in person or by an agent or attorney of the shareholder or holder of a
voting trust certificate making the demand.
Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The
corporation shall keep at its principal executive office, or if its
principal executive office is not in the State of California, at its
principal business office in this state, the original or a copy of the
bylaws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the
principal executive office of the corporation is outside the State of
California and the corporation has no principal business office in
this state, the Secretary shall, upon the written request of any
shareholder, furnish to that shareholder a copy of the bylaws as
amended to date.
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EXHIBIT 3.2
Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE
RECORDS. The accounting books and records and minutes of proceedings
of the shareholders and the board of directors and any committee or
committees of the board of directors shall be kept at such place or
places designated by the board of directors, or, in the absence of
such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or
in any other form capable of being converted into written form. The
minutes and accounting books and records shall be open to inspection
upon the written demand of any shareholder or holder of a voting trust
certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the holder's interest as a shareholder
or as the holder of a voting trust certificate. The inspection may be
made in person or by an agent or attorney, and shall include the right
to copy and make extracts. These rights of inspection shall extend to
the records of each subsidiary corporation of the corporation.
Section 4. INSPECTION BY DIRECTORS. Every director
shall have the absolute right at any reasonable time to inspect
all books, records and documents of every kind and the physical
properties of the corporation and each of its subsidiary corporation.
This inspection by a director may be made in person or by an agent or
attorney and the right of inspection includes the right to copy and
make extracts of documents.
Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual
report to shareholders referred to in Section 1501 of the Corporations
Code of California is expressly dispensed with, but nothing herein
shall be interpreted as prohibiting the board of directors from
issuing annual or other periodic reports to the shareholders of the
corporation as they consider appropriate.
Section 6. FINANCIAL STATEMENTS. A copy of any annual
financial statement and any income statement of the corporation for
each quarterly period of each fiscal year, and any accompanying
balance sheet of the corporation as of the end of each such period,
that has been prepared by the corporation shall be kept on file in the
principal executive office of the corporation for twelve (12) months
and each such statement shall be exhibited at all reasonable times to
any shareholder demanding an examination of any such statement or a
copy shall be mailed to any such shareholder.
If a shareholder or shareholders holding at least five
percent (5%) of the outstanding shares of any class of stock of the
corporation makes a written request to the corporation for an income
statement of the corporation for the thee month, six month and nine
month period of the then current fiscal year ended more than thirty
(30) days before the date of the request, and a balance sheet of the
corporation as of the end of that period, the chief financial officer
shall cause that statement to be prepared, if not
18
EXHIBIT 3.2
already prepared, and shall deliver personally or mail that statement
or statements to the person making the request. If the corporation
has not sent to the shareholders its annual report for the last
fiscal year, this report shall likewise be delivered or mailed to the
shareholder or shareholders within thirty (30) days after the
request.
The corporation shall also, on the written request of any
shareholder, mail to the shareholder a copy of the last annual,
semi-annual or quarterly income statement which it has prepared, and
a balance sheet as of the end of that period.
The quarterly income statements and balance sheets referred
to in this section shall be accompanied by the report, if any, of any
independent accountants engaged by the corporation or the certificate
of an authorized officer of the corporation that the financial
statements were prepared without audit from the books and records of
the corporation.
Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The
corporation shall, during the period required by Section 1502 of the
California Corporations Code, file with the Secretary of State of the
State of California, on the prescribed form, a statement setting
forth the authorized number of directors, the names and complete
business or residence addresses of all incumbent directors, the names
and complete business or resident addresses of the chief executive
officer, secretary and chief financial officer, the street address of
its principal executive office or principal business office in this
state, and the general type of business constituting the principal
business activity of the corporation, together with a designation of
the agent of the corporation for the purpose of service of process,
all in compliance with said Section 1502 of the Corporations Code.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND
VOTING. For purposes of determining the shareholders entitled to
receive payment of any dividend or other distribution or allotment of
any rights or entitled to exercise any rights in respect of any other
lawful action (other than action by share- holders by written consent
without a meeting) , the board of directors may fix, in advance, a
record date, which shall not be more than sixty (60) days before any
such action, and in that case only shareholders of record on the date
so fixed are entitled to receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the
corporation after the record date so fixed, except as otherwise
provided in the California General Corporation Law.
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EXHIBIT 3.2
If the board of directors does not so fix a record date the
record date for determining shareholders for any such purpose shall be
at the close of business on the day on which the board adopts the
applicable resolution or the sixtieth (60th) day before the date of
that action, whichever is later.
Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All
checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and
in such manner as, from time to time, shall be deter- mined by
resolution of the board of directors.
Section 3. CORPORATE CONTRACTS AND INSTRUMENTSI HOW
EXECUTED. The board of directors, except as otherwise provided in these
bylaws, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on
behalf of the corporation, and this authority may be general or
confined to specific instances; and, unless so authorized or ratified
by the board of directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind
the corporation by any contract or engagement or to pledge its credit
or to render it liable for any purpose or for any amount.
Section 4. CERTIFICATES FOR SHARES. A certificate or
certificates for shares of the capital stock of the corporation shall
be issued to each shareholder when any of these shares are fully paid,
and the board of directors may authorize the issuance of certificates
or shares as partly paid provided that these certificates shall state
the amount of the consideration to be paid for them and the amount
paid. All certificates shall be signed in the name of the corporation
by the chairman of the board or president or vice president and by the
chief financial officer or an assistant chief financial officer or the
secretary or an assistant secretary, certifying the number of shares
and the class or series of shares owned by the shareholder. Any or all
of the signatures on the certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that
officer! transfer agent or registrar before that certificate is issued,
it may be issued by the corporation with the same effect as if that
person were an officer, transfer agent, or registrar at the date of
issue.
Any such certificate shall also contain such legend or other
statement as may be required by Section 418 of the Corporations Code
of California, the California Corporate Securities Law of 1968, the
federal securities laws and any agreement between the corporation and
the issue thereof.
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EXHIBIT 3.2
Section 5. LOST CERTIFICATES. Except as provided in this
Section 5, no new certificates for shares shall be issued to replace
an old certificate unless the latter is surrendered to the corporation
and cancelled at the same time. The board of directors may, in case
any share certificate or certificate for any other security is lost,
stolen or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the board may require,
including provision for indemnification of the corporation secured by
a bond or other adequate security sufficient to protect the
corporation against any claim that may be made against it, including
any expense or liability, on account of the alleged loss, theft, or
destruction of the certificate or the issuance of the replacement
certificate.
Section 6. REPRESENTATION OF SHARES OF OTHER CORPORA- TIONS.
The chairman of the board, the president, or any vice president, or
any other person authorized by resolution of the board of directors or
by any of the foregoing designated officers, is authorized to vote on
behalf of the corporation any and all shares of any other corporation
or corporations, foreign or domestic, standing in the name of the
corporation. The authority granted to these officers to vote or
represent on behalf of the corporation and all shares held by the
corporation in any other corporation or corporations may be exercised
by any of these officers in person or by any person authorized to do
so by a proxy duly executed by these officers.
Section 7. CONSTRUCTION AND DEFINITIONS, Unless the context
requires otherwise, the general provisions, rules of construction and
definitions in the California General Corporation Law shall govern the
construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a
corporation and a natural person.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be
adopted or these bylaws may be amended or repealed by the vote or
written consent of holders of a majority of the outstanding shares
entitled to vote, except as otherwise provided by law or by the
articles of incorporation.
Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of
the shareholders as provided in Section 1 of this Article IX, bylaws,
other than a bylaw or an amendment of a bylaw changing the authorized
number of directors may be adopted, amended or repealed by the board
of directors.
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EXHIBIT 3.2
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, being the person named in the Articles
of Incorporation of DIVERSIFIED STRATEGIES, INC. as the incorporator
thereof hereby assents to the foregoing bylaws and adopts the same as
the bylaws of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand as of the
1st day of October 1993.
/s/ James L. LeVitus
------------------------------
James L. LeVitus, Incorporator
22
EXHIBIT 3.2
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting secretary of
DIVERSIFIED STRATEGIES, INC. and that the above and foregoing bylaws
were adopted as the bylaws of said corporation as of the 1st day of
October 1993 by the person appointed in the Articles of Incorporation
to act as the incorporator of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 1st
day of October, 1993.
/s/ KATHY MORFORD
----------------------
KATHY MORFORD, Secretary
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EXHIBIT 3.2