BYLAWS
OF
IMAGE GUIDED TECHNOLOGIES, INC.
ARTICLE I
OFFICES
The principal office of the Corporation shall initially be located in
Boulder, Colorado. The Board of Directors may from time to time designate
another location as the principal office. The Corporation may have such other
offices, either within or outside Colorado, as the Board of Directors may
designate from time to time. The Corporation shall continuously maintain in
Colorado a registered agent and a registered office.
ARTICLE II
SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the shareholders
shall be held at such time as the Board of Directors may determine for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting.
Section 2. SPECIAL MEETINGS. Unless otherwise prescribed by
statute, special meetings of the shareholders may be called for any purpose by
the chairman of the Board, by the president, by any other person designated
herein as having authority to call such a meeting, or by the Board of Directors.
The chairman of the Board or the president shall call a special meeting of the
shareholders if the Corporation receives one or more written demands for the
meeting, stating the purpose or purposes for which it is to be held, signed and
dated by the holders of shares representing not less than one-tenth of all the
outstanding shares of the Corporation entitled to vote at the meeting.
Section 3. PLACE OF MEETING. The Board of Directors may designate
any place, either within or outside the State of Colorado, as the place for any
annual meeting or for any special meeting called by the Board of Directors. If
no designation is made, or if a special meeting is otherwise called, the place
of meeting shall be the principal office of the Corporation in Colorado. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or outside Colorado, as the place for such
meeting.
Section 4. NOTICE OF MEETING. Subject to the requirements of the
Colorado Business Corporation Act, written notice stating the place, day and
hour of the meeting shall be given not less than ten nor more than sixty days
before the date of the meeting. Notice may be
given in person; by telegraph, teletype, electronically transmitted facsimile,
or other from of wire or wireless communication; or by mail or private carrier,
by or at the direction of the chairman of the Board, the president, the
secretary, or the person calling the meeting, to each shareholder of record
entitled to vote at such meeting; provided, however, that any other longer
notice period which may be required by the Colorado Business Corporation Act
shall be observed. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, addressed to the shareholder at his address
as it appears in the Corporation's current record of shareholders, with postage
thereon prepaid. If three successive letters mailed to the last-known address
of any shareholder are returned as undeliverable, no further notices to such
shareholder shall be necessary, until another address for such shareholder is
made known to the Corporation.
When a meeting is adjourned to another date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced before adjournment at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business
which may have been transacted at the original meeting. If the adjournment is
for more than 120 days, or if a new record date is fixed for the adjourned
meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.
Section 5. FIXING OF RECORD DATE. For the purpose of determining
shareholders of one or more voting groups entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive any distributions or payment of any dividend, or entitled to demand a
special meeting or to take any other action, or in order to make a determination
of shareholders of one or more voting groups for any other proper purpose, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
days, and, in case of a meeting of shareholders, not less than ten days, prior
to the date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof, unless the Board of Directors fixes a new record date, which it shall
do if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting. Notwithstanding the above, the record date for
determining the shareholders entitled to take action without a meeting or
entitled to be given notice of action so taken shall be the date a writing upon
which the action is taken is first received by the Corporation. The record date
for determining shareholders entitled to demand a special meeting shall be the
date of the earliest of any of the demands pursuant to which the meeting is
called.
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Section 6. VOTING RECORD. The officer or agent having charge of
the Corporation's stock transfer books shall make, at the earlier of ten days
before each meeting of shareholders or two business days after notice of the
meeting has been given, a complete record of the shareholders entitled to
vote at such meeting, or any adjournment thereof. The record shall be
arranged by voting groups, as defined in Section 7-101-401 of the Colorado
Business Corporation Act, and within each voting group by class or series of
shares, shall be in alphabetical order within each class or series, and shall
show the address of and the number of shares held by each shareholder. The
record, for a period beginning the earlier of ten days before such meeting or
two business days after notice of the meeting is given and continuing through
the meeting and any adjournment thereof, shall be kept on file at the
principal office of the Corporation or at a place (which shall be identified
in the notice) in the city where the meeting will be held, and shall be
subject to inspection by any shareholder, or such shareholder's agent or
attorney, for any purpose germane to the meeting at any time during usual
business hours. Such record shall also be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder for any purpose germane to the meeting during the whole time of
the meeting.
The original stock transfer books shall be the prima facie evidence as
to who are the shareholders entitled to examine the record or transfer books and
to vote at any meeting of shareholders.
Section 7. QUORUM. A majority of the votes entitled to be cast on
a matter by a voting group, represented in person or by proxy, shall constitute
a quorum at any meeting of shareholders for that voting group for action on that
matter, except as otherwise provided in the Articles of Incorporation or the
Colorado Business Corporation Act. If less than a majority of such votes are
represented at a meeting, a majority of votes so represented may adjourn the
meeting from time to time without further notice, for a period not to exceed 120
days for any one adjournment. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally called. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
If a quorum is present, action on a matter other than the election of
directors by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action, unless the vote of a greater proportion or number or voting by
classes is required by law or by the Articles of Incorporation or by these
Bylaws.
Section 8. PROXIES. A shareholder may vote the shareholder's
shares in person or by proxy. A shareholder may validly appoint a proxy to vote
or otherwise act for the shareholder, solely by the following means of such
appointment:
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(a) A shareholder may appoint a proxy by signing an appointment
form, either personally or by the shareholder's attorney-in-fact;
(b) A shareholder may appoint a proxy by transmitting or
authorizing the transmission of a telegram, teletype, telecopy, or other
electronic transmission providing a written statement of the appointment to
the proxy, to a proxy solicitor, proxy support service organization, or
other person duly authorized by the proxy to receive appointments as agent
for the proxy, or to the Corporation; except that the transmitted
appointment shall set forth or be transmitted with written evidence from
which it can be determined that the shareholder transmitted or authorized
the transmission of the appointment.
An appointment of a proxy is effective against the Corporation when
received by the Corporation, including receipt by the Corporation of an
appointment transmitted pursuant subsection (b) of this Section 8. An
appointment is valid for eleven months unless a different period is expressly
provided in the appointment form. Any complete copy, including an
electronically transmitted facsimile, of an appointment of a proxy may be
substituted for or used in lieu of the original appointment for any purpose for
which the original appointment could be used.
Section 9. VOTING OF SHARES. Subject to any limits set forth in
these Bylaws or the Articles of Incorporation, each outstanding share entitled
to vote shall be entitled to one vote, except in the election of directors, upon
each matter submitted to a vote at a meeting of shareholders, and each
fractional share shall be entitled to a corresponding fractional vote on each
such matter. Each record shareholder entitled to vote in the election of
directors has the right to vote all of the shareholder's votes for as many
persons as there are directors to be elected and for whose election the
shareholder has a right to vote.
Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. The following may
not be voted, directly or indirectly, at any meeting or counted in determining
the total number of outstanding shares at any given time: (a) treasury shares;
and (b) shares of the Corporation's own stock held by another corporation if the
majority of the shares entitled to vote for the election of directors of such
other corporation is held by this Corporation.
Shares standing in the name of another corporation may be voted by a
duly authorized officer, agent or proxy of such corporation.
The Corporation is entitled to reject a vote, consent, waiver, proxy
appointment, or proxy appointment revocation if the secretary or other officer
or agent authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.
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Redeemable shares which have been called for redemption shall not be
entitled to vote on any matter and shall not be deemed outstanding shares on and
after the date on which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares has been deposited with
a bank or trust company with irrevocable instruction and authority to pay the
redemption price to the holders of the shares upon surrender of certificates
therefor, unless other provision has been made in respect of such redemption.
Section 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required
or permitted to be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof and received by the Corporation.
Section 12. MEETINGS BY TELECOMMUNICATIONS. Any or all of the
shareholders may participate in an annual or special shareholders' meeting by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other during the
meeting. A shareholder participating in a meeting by this means is deemed to be
present in person at the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by its Board of Directors, except as otherwise
provided by law or by the Articles of Incorporation.
Section 2. PERFORMANCE OF DUTIES. A director of the Corporation
shall perform his duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in a manner he
reasonably believes to be in the best interests of the Corporation, and with
such care as an ordinarily prudent person in a like position would use under
similar circumstances. In performing his duties, a director shall be entitled
to rely on information, opinions, reports, or statements, including financial
statements and other financial data, in each case prepared or presented by
persons and groups listed in paragraphs A, B and C of this Section 2; but he
shall not be considered to be acting in good faith if he has knowledge
concerning the matter in questions that would cause such reliance to be
unwarranted. A person who so performs his duties shall not have any liability
by reason of being or having been a director of the Corporation. Those persons
and groups on whose information, opinions, reports, and statements a director is
entitled to rely upon are:
A. One or more officers or employees of the Corporation whom
the director reasonably believes to be reliable and competent in the matters
presented.
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B. Counsel, public accountants, or other persons as to matters
which the director reasonably believes to be within such persons' professional
or expert competence; or
C. A committee of the board upon which he does not serve, duly
designated in accordance with the provision of the Articles of Incorporation or
the By-Laws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence.
Section 3. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the Corporation shall be fixed from time to time by the Board of
Directors, provided that the number of directors not be less than three nor more
than ten. Within the limits above specified, the number of directors shall be
determined by resolution of the Board of Directors, or by the shareholders at
the annual meeting. Each director shall hold office until the next annual
meeting of shareholders and until his successor shall have been elected and
qualified. Directors shall be eighteen years of age or older, but need not be
residents of the State of Colorado or shareholders of the Corporation.
Directors shall be removable in the manner provided by the Colorado Business
Corporation Act.
Section 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after
and at the same place as, the annual meeting of the shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the Board, the
president or any two directors. If there are two or fewer directors, any
director may call a special meeting of the Board of Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place for holding any special meeting of the Board of Directors called by
them.
Section 6. NOTICE. Reasonable notice of any special meeting
(which need not in any event exceed two days) shall be given by mail, telegram,
telecopy, or telephone to each director at his last known business or residence
address. If mailed, such notice is effective at the earliest of: (1) the date
received; (2) five days after mailing; or (3) the date shown on the return
receipt, if mailed by registered or certified mail, return receipt requested,
and the receipt is signed by or on behalf of the addressee. If notice be given
by telegram, such notice shall be deemed to be given when the telegram is
delivered to the telegraph company. If notice be given by telecopy, such notice
shall be deemed given when sent if the sending telecopier receives automatic
notice the telecopy has been received, otherwise such notice shall be deemed
given when received by the receiving telecopier. The attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of business because the meeting is not lawfully
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called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors, except as provided
in Section 13 of this Article III, need be specified in the notice or waiver of
notice of such meeting.
Section 7. QUORUM AND MANNER OF ACTING. A majority of the number
of directors fixed in accordance with Section 3 of this Article III shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting of the Board of Directors at which a quorum
is present shall be the act of the Board. If less than a quorum is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice. Except as otherwise required by law or by the
Articles of Incorporation, the act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8. COMPENSATION. By resolution of the Board of Directors,
any director may be paid any one or more of the following: his expenses, if
any, of attendance at meetings; a fixed sum for attendance at each meeting; a
stated salary as director; or such other compensation as the Corporation and the
director may reasonably agree upon. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.
Section 9. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
Section 10. COMMITTEES. The Board of Directors may, by resolution
adopted by a majority of the number of directors fixed in accordance with
Section 3 of this Article III, designate from among its members an executive
committee and one or more other committees. Each committee may, to the extent
provided in the resolution of the Board and except as may be limited by statute,
exercise all of the authority of the Board of Directors. Such delegation of
authority shall not relieve the Board or any member thereof from any
responsibility imposed by law.
Regular meetings of any such committee may be held without notice at
such times and places as the committee may fix from time to time by resolution.
Special meetings of any such committee may be called by any member thereof upon
not less than one day's notice stating the place, date and hour of the meeting,
such notice may be given by mail, telegram, telecopy, or telephone to each
director. If mailed, such notice shall be deemed to be given when
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deposited in the United States mail addressed to the member of the committee at
his business address or place of residence.
Section 11. MEETINGS BY TELECOMMUNICATION. Any director may
participate in a regular or special meeting by, or the Board of Directors may
conduct the meeting through the use of, any means of communication by which all
directors participating may hear each other during the meeting. A director
participating in a meeting by this means shall be deemed to be present in person
at the meeting.
Section 12. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a consent in writing, or counterparts
thereof, setting forth the action so taken, shall be signed by all of the
directors or all of the committee entitled to vote with respect to the subject
matter thereof.
Section 13. RESIGNATION AND VACANCIES. Any director may resign at
any time by giving written notice to the chairman of the Board, president or
secretary of the Corporation. Such resignation shall take effect when the
notice is received by the Corporation unless the notice specifies a later
effective date; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any vacancy occurring
in the Board of Directors may be filled by the affirmative vote of a majority of
the remaining directors, regardless of whether the directors remaining in office
constitute fewer than a quorum of the Board of Directors. Any directorship to be
filled by reason of an increase in the number of directors shall be filled by
the affirmative vote of a majority of the directors then in office at a regular
meeting or at a special meeting called for that purpose, or by election at an
annual meeting or at a special meeting of shareholders called for that purpose.
A director chosen to fill a vacancy or a newly created directorship shall hold
office until the next annual meeting of the shareholders and until his successor
shall have been elected and qualified.
ARTICLE IV
OFFICERS
Section 1. OFFICERS. The officers of the Corporation shall be a
chairman of the Board, a president, a secretary, and a treasurer. The officers
shall be natural persons eighteen years of age or older. Any two or more
offices may be held by the same person. These officers shall be elected
annually by the Board of Directors at the first meeting of the Board held after
each annual meeting of the shareholders, or as soon thereafter as may be
convenient. The Board of Directors or an officer or officers authorized by the
Board of Directors may appoint such other officers or assistant officers as they
may consider necessary. The Board of Directors or an officer or officers
authorized by the Board of Directors shall from time to time determine the
procedure for the appointment of officers, their terms of office, their
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authorities, their duties, and their compensation. Each officer shall hold
office until the first of the following to occur: until his successor shall have
been duly elected and shall have qualified; or until his death; or until he
shall resign; or until he shall have been removed in the manner hereafter
provided.
Section 2. RESIGNATION, REMOVAL AND VACANCIES. An officer may
resign at any time by giving written notice of resignation to the Corporation.
The resignation is effective when the notice is received by the Corporation
unless the notice specifies a later effective date. Any officer may be removed
by the Board of Directors, or by the executive committee, if any, or by another
officer if so specified in these Bylaws or by the Board of Directors, whenever
in its judgment the best interests of the Corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the persons so removed. A vacancy in any office, however occurring, may be
filled by the Board of Directors, or by the officer or officers authorized by
the Board, for the unexpired portion of the term.
Section 3. CHAIRMAN OF THE BOARD. Unless otherwise determined by
the Board, the chairman of the Board shall be the chief executive officer of the
Corporation. He shall preside at all shareholder and director meetings.
Subject to the control and general supervision of the Board of Directors, the
chief executive officer shall have general charge and control of all its
business and affairs and shall perform all duties incident to the office of
chief executive officer.
Section 4. PRESIDENT. If the president is not the Corporation's
chief executive officer, he shall be its chief operating officer and shall
perform all duties incident to that office. In addition, he shall have such
other powers and shall perform such other duties as the Board of Directors shall
assign to him.
Section 5. SECRETARY. The secretary shall (i) prepare and
maintain as permanent records the minutes of the proceedings of the shareholders
and the Board of Directors, a record of all actions taken by the shareholders or
Board of Directors without a meeting, a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on behalf
of the Corporation, and a record of all waivers of notice of meetings of
shareholders and the Board of Directors or any committee thereof, (ii) see that
all notices are duly given in accordance with the provisions of these bylaws and
as required by law, (iii) serve as custodian of the corporate records and of the
seal of the Corporation and affix the seal to all documents when authorized by
the Board of Directors, (iv) keep at the Corporation's registered office or
principal place of business a record which complies with Section 7-116-101(3),
C.R.S., containing the names and addresses of, and the number of shares of each
class or series held by, each shareholder, unless such a record shall be kept at
the office of the Corporation's transfer agent or registrar, (v) maintain at the
Corporation's principal office the originals or copies of the Corporation's
articles of incorporation, bylaws, minutes of all shareholder's meetings and
records of all action taken by the shareholders without a meeting for the past
three years, all written communications within the past three years to
shareholders as a group or to
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the holders of any class or series of shares as a group, a list of the names and
business addresses of the current directors and officers, a copy of the
Corporation's most recent corporate report filed with the Secretary of State,
and financial statements showing in reasonable detail the Corporation's assets
and liabilities and results of operations for the last three years, (vi) have
general charge of the stock transfer books of the Corporation, unless the
Corporation has a transfer agent, (vii) authenticate records of the Corporation,
and (viii) in general, perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned by the chairman of
the Board, the president or the Board of Directors. Assistant secretaries, if
any, shall have the same duties and powers, subject to supervision by the
secretary. The Board of Directors and/or shareholders may respectively
designate a person other than the secretary or an assistant secretary to keep
the minutes of their respective meetings.
Section 6. TREASURER. The treasurer shall: (a) have custody of,
and when proper may pay out, disburse or otherwise dispose of, all funds and
securities of the Corporation which may have come into his hands; (b) receive
and give receipts for moneys due and payable to the Corporation, and deposit all
such moneys in the name of the Corporation in such banks, trust companies or
other depositaries as shall be selected in accordance with Article V of these
Bylaws; (c) enter or cause to be entered regularly in the books of the
Corporation kept for that purpose full and accurate accounts of all moneys
received or paid or otherwise disposed of by him; and (d) in general perform all
duties incident to the office of treasurer and such other duties as may be
assigned to him from time to time by the Board of Directors, chairman of the
Board or the president.
Section 7. ADDITIONAL OFFICERS. The Corporation shall have such
other officers, including, but not limited to, one or more vice-presidents,
vice-chairman, assistant treasurers, and assistant secretaries, as the Board of
Directors may from time to time deem advisable. Unless otherwise specified by
the Board of Directors, all such officers shall be elected and shall hold office
in accordance with Section 1 of this Article IV. Such officers shall perform
all the duties normally incident to their office and shall perform such other
duties as may be assigned from time to time by the Board of Directors, the
chairman of the Board, or the president.
ARTICLE V
CHECKS AND DEPOSITS
Section 1. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or officers,
agent or agents or the Corporation and in such manner as shall from time to time
be determined by resolution of the Board of Directors.
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Section 2. DEPOSITS. All funds of the Corporation not otherwise
employed may be deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI
STOCK
Section 1. REGULATION. The Board of Directors may make such rules
and regulations as it may deem appropriate concerning the issuance, transfer and
registration of certificates for shares of the Corporation.
Section 2. CERTIFICATES. The certificates of stock of the
Corporation shall be in such form consistent with the law as shall be approved
by the Board of Directors. The certificates shall be consecutively numbered for
each class of shares, or series thereof. Each certificate shall state the name
of the Corporation, the fact that the Corporation is organized or incorporated
under the laws of the State of Colorado, the name of the person to whom the
shares are issued, the number of shares represented thereby, the date of issue,
and the par value of the shares represented thereby or a statement that such
shares are without par value. The certificate number, the name of the person to
whom the shares are issued, the date of issue and the number of shares issued,
shall be entered on the stock transfer books of the Corporation. Certificates
shall be signed by: (i) the president, a vice-president, the chairman or the
vice-chairman; and by (ii) the secretary, an assistant secretary, the treasurer
or an assistant treasurer. If any certificate is countersigned by a transfer
agent or registered by a registrar (either of which is other than the
Corporation or employee of the Corporation), the signature of any such officer
may be a facsimile. No certificate shall be issued until the shares represented
thereby are fully paid. A statement of the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each class shall be set forth in full or summarized on the face or
back of the certificates which the Corporation shall issue, or in lieu thereof,
the certificate may set forth that such a statement or summary will be furnished
to any shareholder upon request without charge. Each certificate shall be
otherwise in such form as may be prescribed by the Board of Directors and as
shall conform to the rules of any stock exchange on which the shares may be
listed.
The Corporation shall not issue certificates representing fractional
shares and shall not be obligated to make any transfers creating a fractional
interest in a share of stock. The Corporation may, but shall not be obligated
to, issue scrip in lieu of any fractional shares, such scrip to have terms and
conditions specified by the Board of Directors.
Section 3. UNCERTIFICATED SECURITIES. Notwithstanding anything to
the contrary in these Bylaws, the Board of Directors may authorize the issuance
of the shares of the
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Corporation without certificates. Such uncertificated shares, including without
limitation the issuances and transfers thereof, shall be governed by all
applicable provisions of Colorado law.
Section 4. LOST CERTIFICATES. In case of the alleged loss,
destruction or mutilation of a certificate of stock, the Board of Directors may
direct the issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law as it may prescribe. The Board of Directors
may in its discretion require a bond in such form and amount and with such
surety as it may determine, before issuing a new certificate.
Section 5. TRANSFER OF SHARES. Upon compliance with any provisions
restricting the transfer or registration of transfer of shares of stock,
if any, and applicable statutory requirements, registration of transfers of
shares of stock of the Corporation shall be made on the books of the
Corporation, upon the surrender and cancellation of a certificate for a like
number of shares.
Section 6. REGISTERED SHAREHOLDERS. The Corporation shall be
entitled to treat the holder of record of any share of stock as the holder in
fact thereof, and accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any person whether or
not it shall have express or other notice thereof.
Section 7. TRANSFER AGENTS, REGISTRARS AND PAYING AGENTS. The
Board may, at its discretion, appoint one or more transfer agents, registrars
and agents for making payment upon any class of stock, bond, debenture or other
security of the Corporation. Such agents and registrars may be located either
within or outside Colorado. They shall have such rights and duties, and shall
be entitled to such compensation, as may be agreed.
ARTICLE VII
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE VIII
INDEMNIFICATION
Section 1. DIRECTORS AND OFFICERS. The Corporation shall indemnify
the directors and officers of the Corporation in their capacities as directors
and officers pursuant to the procedures set forth in, and to the fullest extent
authorized by, Colorado law as the same
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exists or may hereafter be amended. The right to indemnification provided
herein shall be a contract right and shall include the right to be paid by the
Corporation in accordance with Colorado law for expenses incurred in advance of
any proceeding's final disposition.
Section 2. EMPLOYEES AND AGENTS. The Corporation may indemnify
and advance expenses to employees and agents of the Corporation to the same
extent as is permitted for directors under Colorado law (and to a greater extent
if consistent with law). No such indemnification shall be made without the
prior approval of the Board of Directors and the determination by the Board of
Directors that such indemnification is permissible, except pursuant to a
contract approved by the Board of Directors unless prohibited by applicable law.
Section 3. INSURANCE. The Corporation may purchase and maintain
insurance for itself and on behalf of any person who is or was a director,
officer, employee, fiduciary or agent of the Corporation or who, while a
director, officer, employee, fiduciary, or agent of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of another foreign or domestic
corporation or of any partnership, joint venture, trust, other enterprise, other
person, or employee benefit plan against any liability asserted against or
incurred by him in any such capacity or arising from his status as such, whether
or not the Corporation would have the power to indemnify him against such
liability.
Section 4. DEFINITION OF "DIRECTOR". The term "director" for
purposes of this Article means an individual who is or was a director of the
Corporation or an individual who, while a director of the Corporation, is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or of
any partnership, joint venture, trust, other enterprise, other person, or
employee benefit plan. A director shall be considered to be serving an employee
benefit plan at the Corporation's request if his duties to the Corporation also
impose duties on, or otherwise involve services by, him to the plan or to
participants in or beneficiaries of the plan. The term "director" includes,
unless the context otherwise requires, the estate or personal representative of
a director.
Section 5. NON-EXCLUSIVITY OF RIGHTS. The foregoing rights of
indemnification and insurance shall not be exclusive of, or in any manner limit,
other rights to which any director, officer, employee, agent or fiduciary may be
entitled as a matter of law, or to the extent not prohibited by law by a
contract approved by the Board of Directors.
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ARTICLE IX
MISCELLANEOUS
Section 1. WAIVER OF NOTICE. Whenever notice is required by law,
by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before, at or
after the time stated therein, shall be deemed the equivalent of giving such
notice.
Section 2. SEAL. The corporate seal of the Corporation shall be
in such form as the Board of Directors shall prescribe. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
Section 3. FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January and end on the last day of the next December,
unless otherwise determined by resolution of the Board of Directors.
Section 4. AMENDMENTS. The Bylaws may be altered, amended or
repealed by the Board of Directors at any regular meeting of the Board or at any
special meeting called for this purpose, subject to repeal or change by action
of the shareholders.
CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of fourteen (14) pages,
including this page, constitute the Bylaws of Image Guided Technologies, Inc.,
adopted by the Board of Directors of the Corporation as of July 2, 1996.
/S/ WALDEAN SCHULZ
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Waldean Schulz, Secretary
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