EXHIBIT 3.08
SECOND
AMENDED AND RESTATED
BYLAWS
OF
eROOMSYSTEM TECHNOLOGIES, INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1.1. PRINCIPAL OFFICE. The principal office of this corporation
shall be located at 3770 Howard Hughes Parkway, Suite 175, Las Vegas, NV 89109.
Section 1.2. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
STOCKHOLDERS
Section 2.1. ANNUAL MEETINGS. Annual meetings of the stockholders shall
be held each year on a date and at a time designated by the Board of
Directors. At the annual meeting, the stockholders shall elect by vote a
Board of Directors and transact such other business as may properly be
brought before the meeting.
Section 2.2. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation may be called by the Chairman of the Board of
Directors, by the President or the Secretary by resolution of the Board of
Directors or at the request in writing of one or more stockholders owning shares
in the aggregate entitled to cast not less than ten percent (10%) of the votes
at the meeting. Such request shall state the purpose of the proposed meeting and
shall be personally delivered or sent by registered mail or by telegraph or
other facsimile transmission to the Chairman of the Board, the President or the
Secretary of the Corporation. The officer receiving the request shall cause
notice to be promptly given to the stockholders entitled to vote, in accordance
with the provisions of Section 2.4 of this Article II. If notice is not given
within sixty days (60) days of the request, the person or persons requesting the
meeting may, subject to any applicable federal or state law including but not
limited to federal securities laws, give the notice. Nothing contained in this
Section 2.2 shall be construed as limiting, fixing or affecting the time when a
meeting of stockholders called by action of the Board of Directors may be held.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.
Section 2.3. PLACE OF MEETING. All annual meetings of the stockholders
shall be held at the principal office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof.
Section 2.4. NOTICES. Notices of meetings shall be in writing and signed by
the President or a Vice-President or the Secretary or an Assistant Secretary or
by such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
and the place, which may be within or without this State, where it is to be
held. 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. A copy of such notice shall be
either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten (10)
nor more than sixty (60) days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service thereof shall
be complete and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such stockholder.
Personal delivery of any such notice to any officer of a corporation or
association, or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery of such notice of and prior to the holding of
the meeting it shall not be necessary to deliver or mail notice of the meeting
to the transferee.
Section 2.5. AFFIDAVIT OF MAILING. An affidavit of the mailing or other
means of giving any notice of any stockholders' meeting may 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 2.6. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders or if the voting power necessary
to approve a matter for which the meeting has been noticed has not voted in
favor of such matter, the stockholders entitled to vote thereat, present in
person or represented by proxy, the Chairman of the Board of Directors, or a
majority of the Board of Directors shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented or until the voting power necessary to
approve the matter for which the meeting has been noticed has been voted in
favor of such matter.
Section 2.7. ADJOURNMENT. When any meeting of stockholders, either annual
or special, is adjourned to another time or place, notice may 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-
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five (45 days from the date set for the original meeting, in which case the
Board of Directors shall set a new record date. Notice of any such adjourned
meeting, if required, shall be given to each stockholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Section 2.4
of this Article II. At any 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 notified.
Section 2.8. VOTING. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall be sufficient to elect directors
or to decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the Articles of
Incorporation a different vote is required, in which case such express provision
shall govern and control the decision of such question. Each Common Stockholder
of record of the corporation shall be entitled at each meeting of stockholders
to one vote for each share of Common Stock standing in his, her or its name on
the books of the corporation. Upon the demand of any Common Stockholder, the
vote for directors and the vote upon any question before the meeting shall be by
ballot.
Section 2.9. PROXIES; INSPECTORS OF ELECTION. At any meeting of the
stockholders any stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing. In the event that any such instrument in
writing shall designate two or more persons to act as proxies, a majority of
such persons present at the meeting, or, if only one shall be present, then that
one shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall
otherwise provide. No proxy or power of attorney to vote shall be used to vote
at a meeting of the stockholders unless it shall have been filed with the
secretary of the meeting when required by the inspectors of election. All
questions regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by three inspectors of
election who shall be appointed by the Board of Directors, or if not so
appointed, then by the presiding officer of the meeting.
The inspectors of election 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;
(e) Determine when the polls shall close;
(f) Determine the results; and
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(g) Do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders.
Section 2.10. ACTION BY WRITTEN CONSENT. Any action which may be taken by
the vote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
Section 2.11. WAIVER OF NOTICE. The transactions of any meeting of
stockholders, either annual or special, however called and noticed, and wherever
held, shall be as valid as though had at 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 of
consent need not specify either the business to be transacted or the purpose of
any annual or special meeting of stockholders. 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
required by law to be included in the notice of the meeting, but not so
included, if that objection is expressly made at the meeting.
ARTICLE III
DIRECTORS
Section 3.1. GENERAL POWERS. The business of the corporation shall be
managed by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things not otherwise required by
statute, by the Articles of Incorporation or by these Bylaws to be exercised or
addressed by the Common Stockholders.
Section 3.2. NUMBER. The number of directors may from time to time be
increased or decreased by action of the Board of Directors to not less than two
(2) nor more than nine (9).
Section 3.3. TENURE AND QUALIFICATION. Each Director shall hold office
until the next annual meeting of shareholders and until his/her successor shall
have been duly elected and qualified. Directors need not be residents of the
State of Nevada or shareholders of the corporation.
Section 3.3. VACANCIES. Vacancies in the Board of Directors, including
those caused by an increase in the number of directors, may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall
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hold office until his successor is elected at an annual or a special meeting of
the stockholders. The holders of two-thirds (2/3) of the outstanding shares of
stock entitled to vote may at any time peremptorily terminate the term of office
of all or any of the directors by vote at a meeting called for such purpose or
by a written statement filed with the secretary or, in his absence, with any
other officer. Such removal shall be effective immediately, even if successors
are not elected simultaneously and the vacancies on the Board of Directors
resulting therefrom shall be filled only by the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the Board of Directors by
resolution declares vacant the office of director who has been declared of
unsound mind by an order of the court or if the stockholders fail at any annual
or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.
The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at any place within or without the State which has been designated
from time to time by resolution of the Board or by written consent of all
members of the Board. In the absence of such designation regular meetings shall
be held at the principal office of the corporation. Special meetings of the
Board may be held either at a place so designated or at the principal office.
Any meeting, regular or special, may be held by conference telephone network or
similar communications method by which all persons participating in the meeting
can hear each other. Regular meetings of the Board of Directors may be held
without call or notice at such time and at such place as shall from time to time
be fixed and determined by the Board of Directors.
Section 4.2. INITIAL MEETING. The first meeting of each newly elected Board
of Directors shall be held at any place within or without the State which has
been designated from time to time by resolution of the Board or by written
consent of all members of the Board. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be specified in a notice
given as herein provided for special meetings of the Board of Directors.
Section 4.3. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman, the President or by any two (2) directors.
Written notice of the time and
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place of special meetings shall be delivered personally to each director, or
sent to each director by mail or by other form of written communication, charges
prepaid, addressed to him at his address as it is shown upon the records or is
not readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company at
least forty-eight (48) hours prior to the time of the holding of the meeting. In
case such notice is delivered as above provided, it shall be so delivered at
least twenty-four (24) hours prior to the time of the holding of the meeting.
Such mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.
Section 4.4. ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned and unless the meeting is adjourned for
more than twenty-four (24) 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 4.3, to the directors who were not present at the time of the
adjournment.
Section 4.5. VALIDITY OF TRANSACTIONS. 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 be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 4.6. QUORUM. A majority of the authorized number of directors shall
be necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. 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, unless a greater
number be required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board shall be as
valid and effective in all respects as if passed by the Board in regular
meeting. A quorum of the directors may adjourn any directors meeting to meet
again at a stated day and hour; provided, however, that in the absence of a
quorum, a majority of the directors present at any directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.
Section 4.7. WRITTEN CONSENT. 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 thereto is signed by all members of
the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
Section 4.8. COMPENSATION. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
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therefor. Members of special or standing committees may be allowed like
reimbursement and compensation for attending committee meetings. In addition,
directors may be issued options to purchase Common Stock pursuant to the
corporation's Director Stock Option Plan.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 5.1. COMMITTEES. The Board of Directors may, by resolution adopted
by a majority of the whole Board of Directors, designate one or more committees
of the Board of Directors, each committee to consist of one or more of the
directors of the corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors in the
management of the business and affairs of the corporation and may have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.
Section 5.2. MINUTES. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
Section 5.3. MEETING AUTHORITY. Meetings and actions of the committee shall
be governed by, and held and taken in accordance with, the provisions of Article
IV of these Bylaws, Section 4.1 (regular meetings), Section 4.2 (place of
meetings), Section 4.3 (special meetings and notice), Section 4.4 (adjournment
and notice of adjournment), Section 4.6 (quorum), Section 4.7 (action without a
meeting) and Section 6.2 (waiver of notice), 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 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 VI
NOTICES
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Section 6.1. NOTICES. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 6.2. CONSENTS. Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by a writing on
the records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Section 6.3. VALID NOTICE. Whenever any notice whatever is required to be
given under the provisions of the statutes, of the Articles of Incorporation or
of these Bylaws, 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 thereto.
ARTICLE VII
OFFICERS
Section 7.1. REQUIRED OFFICERS. The officers of the corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer. Any person may hold two or more offices.
Section 7.2. CHAIRMAN OF THE BOARD OF DIRECTORS. The Board of Directors at
its first meeting after each annual meeting of stockholders shall choose a
Chairman of the Board and a President, both of whom shall be directors, and
shall choose a Secretary and a Treasurer, none of whom need be directors.
Section 7.3. OFFICERS' POWERS. The Board of Directors may appoint a
Chairman of the Board, Vice-Chairman of the Board, Vice Presidents and one or
more Assistant Secretaries and Assistant Treasurers and such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
Section 7.4. OFFICERS' COMPENSATION. The salaries and compensation of all
officers of the Corporation shall be fixed by the Board of Directors.
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Section 7.5. REMOVAL OF OFFICERS. The officers of the Corporation shall
hold office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors. Any
officer may resign at any time by giving written notice to the Corporation.
Section 7.6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at meetings of the stockholders and the Board of Directors, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
Section 7.7. VICE-CHAIRMAN. The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.
Section 7.8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, if any,
shall, subject to the control of the Board of Directors, have active management
of the business of the Corporation. He shall execute on behalf of the
corporation all instruments requiring such execution except to the extent the
signing and execution thereof shall be expressly designated by the Board of
Directors to some other officer or agent of the corporation. The Chief Executive
Officer may 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 7.9. PRESIDENT. The President shall work with the Chief Executive
Officer, if any, and, subject to the control of the Board of Directors, share in
the active management of the business of the Corporation with the Chief
Executive Officer.
Section 7.10. VICE PRESIDENTS. The Vice-President(s) shall act under the
direction of the President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice Presidents or may otherwise specify the
order of seniority of the Vice Presidents. The duties and powers of the
President shall descend to the Vice Presidents in such specified order of
seniority.
Section 7.11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
act in an executive financial capacity. He shall assist the Chairman of the
Board and the President in the general supervision of the Corporation's
financial policies and affairs.
Section 7.12. SECRETARY. The Secretary shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.
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Section 7.13. ASSISTANT SECRETARIES. The Assistant Secretaries shall act
under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of directors may from time to time
prescribe.
Section 7.14. TREASURER. The Treasurer shall act under the direction of the
President. Subject to the direction of the President he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in 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 President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
Section 7.15. ASSISTANT TREASURER. The Assistant Treasurer in the order of
their seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.
ARTICLE VIII
CERTIFICATES OF STOCK
Section 8.1. CERTIFICATION. Every stockholder shall be entitled to have a
certificate signed by the President and the Secretary of the corporation,
certifying the number of shares owned by him, her or it in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences and relative
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock.
Section 8.2. REPLACED CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it
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shall require and/or give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.
Section 8.3. CERTIFICATE SURRENDER. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 8.4. DIVIDENDS. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record date for the
determination of the stockholders entitled to receive payment of any such
dividend, or to give such consent, and in such case, such stockholders, and only
such stockholders as shall be stockholders of record on the date so fixed, shall
be entitled to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the corporation after any such record date fixed as
aforesaid.
Section 8.5. CORPORATE REGISTRAR. The Corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.
ARTICLE IX
RECORDS AND REPORTS
Section 9.1. STOCK LEDGER. The Corporation shall either maintain at its
principal office a record of its stockholders, giving the names and addresses of
all stockholders and the number and class of shares held by each stockholder, or
in lieu thereof maintain at its principal office a statement setting out the
name of the custodian of the stock ledger.
Section 9.2. ACCOUNTING BOOKS AND RECORDS. The accounting books and records
and minutes of proceedings of the stockholders 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. The minutes, accounting
books, and the records shall be kept either in written form or in any other form
capable of being converted into written form. Subject to NRS 78.257, as amended,
the minutes and accounting books and records shall be open to inspection by the
stockholders.
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Section 9.3. INSPECTION. 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
corporations. 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.
ARTICLE X
GENERAL PROVISIONS
Section 10.1. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in property or in shares of capital stock,
subject to the provisions of the Articles of Incorporation. Before payment of
any dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends or for repairing or maintaining any
property of the corporation or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
Section 10.2. CHECKS OR DEMANDS. All checks or demands for money and notes
of the corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.
Section 10.3. FISCAL YEAR. The fiscal year of the corporation shall be the
calendar year, unless otherwise fixed by a resolution of the Board of Directors
of the corporation.
Section 10.4. SEAL. The corporation shall adopt a corporate seal and have
inscribed thereon the name of the corporation and the words "Corporate Seal" and
"Nevada." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
Section 10.5. AUTHORITY. The Chairman of the Board, the 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 any 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 the Chairman or the President.
Section 10.6. GOVERNING LAW. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the NEVADA REVISED
STATUTES shall govern the
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construction of these Bylaws. Without limiting the generality of these
provisions, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both the Corporation and a natural
person.
ARTICLES XI
AMENDMENTS
Section 11.1. AMENDMENT BY STOCKHOLDERS. The Bylaws may be amended by a
two-thirds (2/3) vote of all the stock issued and outstanding and entitled to
vote at any annual or special meeting of the stockholders, provided notice of
intention to amend shall have been contained in the notice of the meeting.
Section 11.2. AMENDMENT BY BOARD OF DIRECTORS. The Board of Directors by a
majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from time
to time specify particular provisions of the Bylaws which shall not be amended
by the Board of Directors.
ARTICLE XII
INDEMNIFICATION
Section 12. INDEMNIFICATION. Every person who was or is a party or is
threatened to be a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she or a person of whom he or she is the legal representative is or
was a director, officer, legal spouse (whether such status is derived by reason
of statutory law, common law or otherwise of any applicable jurisdiction) of a
director or officer, employee, agent, or other person of this corporation, or is
or was serving at the request of this corporation or for its benefit as a
director, officer, employee or other person of another corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the law of the state of Nevada
as it may be amended from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him or her in connection
therewith. The indemnification of a legal spouse of a director or officer shall
not extend to any claim for any actual or alleged wrongful act of the spouse,
but shall apply only to actual or alleged wrongful acts of a director or officer
as provided in this Article. The expenses of a director, officer or legal spouse
of a director or officer, incurred in defending a civil or criminal action, suit
or proceeding must be paid by this corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director, officer, or legal spouse of a
director or officer, to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by this corporation. Such right of indemnification shall be a contract right
which may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such a
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director, officer, legal spouse of a director or officer, agent or other person
may have or hereafter acquire and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under the Articles of Incorporation, any agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors
may cause this corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, legal spouse of a director or officer,
employee, agent or other person of this corporation or is or was serving at the
request of this corporation as a director, officer, employee, agent or other
person of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred in
any such capacity or arising out of such status, whether or not this corporation
would have the power to indemnify such person.
APPROVED AND ADOPTED this 13th day of July, 2000.
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of eRoomSystem Technologies, Inc.
and that the foregoing Bylaws, consisting of 14 pages, constitute the Code of
Bylaws of eRoomSystem Technologies, Inc. as duly adopted and amended by
resolution of the Board of Directors of eRoomSystem Technologies, Inc. dated
this 13th day of July, 2000.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 13th day of
July, 2000.
/s/ GREGORY L. HRNCIR
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Gregory L. Hrncir, Secretary
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