BY-LAWS
OF
ARTICLE I - OFFICES
The principal office of the Corporation shall be located at 701 EAST
BRIDGER AVE., SUITE 801, LAS VEGAS, NEVADA, and it may be changed from time
to time by the Board of Directors. The Corporation may also maintain offices
at such other places within or without the United States as the Board of
Directors may, from time to time, determine.
ARTICLE II - MEETING OF STOCKHOLDERS
SECTION 1 - ANNUAL MEETINGS:
The annual meeting of the stockholders of the Corporation shall be held
at such time as may be determined by the Board of Directors, for the
purposes of electing directors and transacting such other business as may
properly come before the meeting.
SECTION 2 - SPECIAL MEETINGS:
Special meetings of the stockholders may be called at any time by the
Board of Directors or by the President, and shall be called by the President
or the Secretary at the written request of the holders of twenty-five percent
(25%) of the shares then outstanding and entitled to vote thereat, or as
otherwise required by law.
SECTION 3 - PLACE OF MEETINGS:
All meetings of stockholders shall be held at the principal office of
the Corporation, or at such other places as shall be designated in the
notices or waivers of notice of such meetings.
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SECTION 4 - NOTICE OF MEETINGS:
(a) Except as otherwise provided by statute, written notice of each
meeting of stockholders, whether annual or special, stating the time when and
place where it is to be held, shall be served either personally or by mail,
not less than ten or more than sixty (60) days before the meeting, upon each
stockholder of record entitled to vote at such meeting, and to any other
stockholder to whom the giving of notice may be required by law. Notice of a
special meeting shall also state the purpose or purposes for which the
meeting is called, and shall indicate that it is being issued by, or at the
direction of, the person or persons calling the meeting. If, at any meeting,
action is proposed to be taken that would, if taken, entitle stockholders to
receive payment for their shares pursuant to statute, the notice of such
meeting shall include a statement of that purpose and to that effect. If
mailed, such notice shall be directed to each such stockholder at his
address, as it appears on the records of the stockholders of the Corporation,
unless he shall have previously filed with the Secretary of the Corporation a
written request that notices intended for him be mailed to some other address,
in which case, it shall be mailed to the address designated in such request.
(b) Notice of any meeting need not be given to any person who may become
a stockholder of record after the mailing of such notice and prior to the
meeting, or to any stockholder who attends such meeting, in person or by
proxy, or to any stockholder who, in person or by proxy, submits a signed
waiver of notice either before or after such meeting. Notice of any adjourned
meeting of stockholders need not be given, unless otherwise required by
statute.
SECTION 5 - QUORUM:
(a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such certificate and any amendments thereof
being hereinafter collectively referred to as the "Certificate of
Incorporation"), at all meetings of stockholders of the Corporation, the
presence at the commencement of such meetings in person or by proxy of
stockholders holding of record 51% of the total number of shares of the
Corporation then issued and outstanding and entitled to vote, shall be
necessary and sufficient to constitute a quorum for the transaction of any
business. The withdrawal of any stockholder after the commencement of a
meeting shall have no effect on the existence of a quorum, after a quorum has
been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the
holders of shares entitled to vote thereat, may adjourn the meeting. At any
such adjourned meeting at which a quorum is present, any business may be
transacted at the meeting as originally called if a quorum had been present.
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SECTION 6 - VOTING
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to
be taken by vote of the stockholders, shall be authorized by a majority of
votes cast at a meeting of stockholders by the holders of shares entitled to
vote thereat.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of stockholders, each holder or record of
stock of the Corporation entitled to vote thereat, shall be entitled to one
vote for each share of stock registered in his name on the books of the
Corporation.
(c) Each stockholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
stockholder himself, or by his attorney-in-fact thereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven (11) months
from the date of its execution, unless the person executing it shall have
specified therein the length of time it is to continue in force. Such
instrument shall be exhibited to the Secretary at the meeting and shall be
filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be taken by a
vote of stockholders at a meeting, may be taken without a meeting if
authorized by a written consent of shareholders holding at least a majority
of the voting power; provided that if a greater proportion of voting power is
required by such action at such meeting, then such greater proportion of
written consents shall be required.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:
(a) The number of the directors of the Corporation shall be not less than
1 not more than 9, unless and until otherwise determined by vote of a
majority of the entire Board of Directors. The number of Directors shall not
be less than three (3), unless all of the outstanding shares of stock are
owned beneficially and of record by less than three (3) stockholders, in which
event the number of directors shall not be less than the number of stockholders
or the minimum permitted by statute.
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(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation by way of cumulative voting rights the members of the Board of
Directors of the Corporation, who need not be stockholders, shall be elected
by a majority of the votes cast at a meeting of stockholders, by the holders
of shares of stock present in person or by proxy, entitled to vote in the
election.
(c) Each director shall hold office until the annual meeting of the
stockholders next succeeding his election, and until his successor is elected
and qualified, or until his prior death, resignation, or removal.
SECTION 2 - DUTIES AND POWERS:
The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation and may
exercise all powers of the Corporation, except as are in the Certificate of
Incorporation or by statute expressly conferred upon or reserved to the
stockholders.
SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:
(a) A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the stockholders, at the place of
such annual meeting of stockholders.
(b) The Board of Directors, from time to time, may provide by resolution
for the holding of other regular meetings of the Board of Directors, and may
fix the time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the
meeting; provided, however, that in case the Board of Directors shall fix or
change the time or place of any regular meeting, notice of such action shall
be given to each director who shall not have been present at the meeting at
which such change was made within the time limited, and in the manner set
forth in Paragraph (b) Section 4 of this Article III, with respect to special
meetings, unless such notice shall be waived in the manner set forth in
Paragraph (c) of such Section 4.
SECTION 4 - SPECIAL MEETING; NOTICE:
(a) Special meetings of the Board of Directors shall be held whenever
called by the President or by one of the directors, at such time and place as
may be specified in the respective notices or waivers of notice thereof.
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(b) Except as otherwise required by statute, notice of special meetings
shall be mailed directly to each director, addressed to him at his residence
or usual place of business, at least four (4) days before the day on which
the meeting is to be held, or shall be sent to him at such place by telegram,
radio or cable, or shall be delivered to him personally or given to him
orally, not later than the day before the day on which the meeting is to be
held. A notice, or waiver of notice except as required by Section 8 or this
Article III, need not specify the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to
any director who shall attend such meeting without protesting prior thereto
or at its commencement, the lack of notice to him or who submits a signed
waiver of notice, whether before or after the meeting. Notice of any
adjourned meeting shall not be required to be given.
SECTION 5 - CHAIRMAN:
At all meetings of the Board of Directors, the Chairman of the Board, if
any and if present, shall preside. If there shall be no Chairman, or he
shall be absent, then the Vice Chairman shall preside, and in his absence, a
Chairman chosen by the directors shall preside.
SECTION 6 - QUORUM AND ADJOURNMENTS:
(a) At all meetings of the Board of Directors, the presence of a
majority of the entire Board shall be necessary and sufficient to constitute
a quorum for the transaction of business, except as otherwise provided by
law, by the Certificate of Incorporation, or by these By-Laws.
(b) A majority of the directors, present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the same
from time to time without notice, until a quorum shall be present.
SECTION 7 - MANNER OF ACTING:
(a) At all meetings of the Board of Directors, each director present
shall have one vote, irrespective of the number of shares of stock, if any,
which he may hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.
(c) Unless otherwise required by amendment to the Articles of
Incorporation or statute, any action required or permitted to be taken at any
meeting of the Board of Directors or any Committee thereof may be taken
without a meeting if a written consent thereto is signed by all the members
of the Board of Committee. Such written consent shall be filed with the
minutes of the proceedings of the Board or Committee.
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(d) Unless otherwise prohibited by Amendments to the Articles of
Incorporation or statute, members of the Board of Directors or of any
Committee of the Board of Directors may participate in a meeting of such
Board or Committee by means of a conference telephone network or a similar
communications method by which all persons participating in the meeting can
hear each other. Such participation is constituted presence of all of the
participating persons at such meeting, and each person participating in the
meeting shall sign the minutes thereof, which may be signed in counterparts.
SECTION 8 - VACANCIES:
Any vacancy in the Board of Directors, occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal (unless vacancy created by the removal of a
director by the stockholders shall be filled by the stockholders at the meeting
at which the removal was effected) or inability to act of any director, or
otherwise, shall be filled for the unexpired portion of the term by a
majority vote of the remaining directors, though less than a quorum, at any
regular meeting or special meeting of the Board of Directors called for that
purpose.
SECTION 9 - RESIGNATION:
Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation.
Unless otherwise specified in such written notice such resignation shall take
effect upon receipt thereof by the Board of Directors or such officer, and
the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 10 - REMOVAL:
Any director may be removed with or without cause at any time by the
affirmative vote of stockholders holding of record in the aggregate at least
a majority of the outstanding shares of stock of the Corporation at a special
meeting of the stockholders called for that purpose, and may be removed for
cause by action of the Board.
SECTION 11 - SALARY:
No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular
or special meeting of the Board; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
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SECTION 12 - CONTRACTS:
(a) No contract or other transaction between this Corporation and any
other corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of
the directors of this Corporation is or are interested in, or is a director
or officer, or are directors or officers of such other corporation, provided
that such facts are disclosed or made known to the Board of Directors, prior
to their authorizing such transaction.
(b) Any director, personally and individually, may be a party to or may
be interested in any contract or transaction of this Corporation, and no
director shall be liable in any way by reason of such interest, provided that
the fact of such interest be disclosed or made known to the Board of
Directors prior to their authorization of such contract or transaction, and
provided that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote any such
Director) of a majority of a quorum, notwithstanding the presence of any such
director at the meeting at which such action is taken. Such director or
directors may be counted in determining the presence of a quorum at such
meeting. This Section shall not be construed to impair or invalidate or in
any way affect any contract or other transaction which would otherwise be
valid under the law (common, statutory or otherwise) applicable thereto.
SECTION 13 - COMMITTEES:
The Board of Directors, by resolution adopted by a majority of the
entire Board, may from time to time designate from among its members an
executive committee and such other committees, and alternate members thereof,
as they may deem desirable, with such powers and authority (to the extent
permitted by law) as may be provided in such resolution. Each such committee
shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:
(a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, or a President and Secretary-Treasurer, and such
other officers, including a Chairman of the Board of Directors, and one or
more Vice Presidents, as the Board of Directors may from time to time deem
advisable. Any officer other than the Chairman or Vice Chairman of the Board
of Directors may be, but is not required to be a director of the Corporation.
Any two or more offices may be held by the same person.
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(b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of stockholders.
(c) Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his election, and until his successor
shall have been elected and qualified or until his death, resignation or
removal.
SECTION 2 - RESIGNATION:
Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the Secretary
of the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors
or by such officer, and the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 3 - REMOVAL:
Any officer may be removed, either with or without cause, and a
successor elected by a majority vote of the Board of Directors at any time.
SECTION 4 - VACANCIES:
A vacancy in any office by reason of death, resignation, inability to
act, disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.
SECTION 5 - DUTIES OF OFFICERS:
Officers of the Corporation shall, unless otherwise provided by the
Board of Directors, each have such powers and duties as generally pertain to
their respective offices as well as such powers and duties as may be set
forth in these by-laws, or may from time to time be specifically conferred or
imposed by the Board of Directors. The President shall be the chief
executive officer of the Corporation.
SECTION 6 - SURETIES AND BONDS:
In case the Board of Directors shall so require any officer, employee,
or agent of the Corporation shall execute to the Corporation a bond in such
sum, and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence for the accounting for all property,
funds or securities of the corporation which may come into his hands.
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SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:
Whenever the Corporation is the holder of shares of stock of any other
corporation, any right or power of the Corporation as such stockholder
(including the attendance, acting and voting at stockholder's meetings and
execution of waivers, consents proxies or other instruments) may be exercised
on behalf of the Corporation by the President, any Vice President or
such other person as the Board of Directors may authorized.
ARTICLE V - SHARES OF STOCK
SECTION 1 - CERTIFICATE OF STOCK:
(a) The certificates representing shares of the Corporation's stock
shall be in such form as shall be adopted by the Board of Directors, and
shall be numbered and registered in the order issued. They shall bear the
holder's name and the number of shares of stock and shall be signed by (i)
the Chairman of the Board or the President or a Vice President, and (ii) the
Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer,
and shall bear the corporate seal.
(b) No certificate representing shares of stock shall be issued until
the full amount of consideration therefor has been paid, except as otherwise
permitted by law.
(c) To the extent permitted by law, the Board of Directors may
authorize the issuance of certificates for fractions of a share of stock
which shall entitle the holder to exercise voting rights, receive dividends
and participate in liquidating distributions, in proportion to the fractional
holdings; or it may authorize the payment in cash of the fair value of
fractions of a share of stock as of the time when those entitled to receive
such fractions are determined; or it may authorize the issuance, subject to
such conditions as may be permitted by law, of scrip in registered or bearer
form over the signature of an officer or agent of the Corporation,
exchangeable as therein provided for full shares of stock, but such scrip
shall not entitle the holder to any rights of a stockholder, except as
therein provided.
SECTION 2 - LOST OR DESTROYED CERTIFICATES:
The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss or
destruction of the certificate representing the same. The Corporation may issue
a new certificate in the place of any certificate theretofore issued by it,
alleged to have been lost or destroyed. On production of
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such evidence of loss or destruction as the Board of Directors in its
discretion may require, the Board of Directors may, in its discretion, require
the owner of the lost or destroyed certificate, or his legal representatives,
to give the corporation a bond in such sum as the Board may direct, and with
such surety or sureties as may be satisfactory to the Board, to indemnify the
Corporation against any claims, loss, liability or damage it may suffer on
account of the issuance of the new certificate. A new certificate may be
issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper to do so.
SECTION 3 - TRANSFER OF SHARES:
(a) Transfer of shares of stock of the Corporation shall be made on the
stock ledger of the Corporation only by the holder of record thereof, in
person or by his duly authorized attorney, upon surrender for cancellation of
the certificate or certificates representing such shares of stock with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, with such proof of the authenticity of the signature and of
authority to transfer and of payment of taxes as the Corporation or its
agents may require.
(b) The Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the absolute owner thereof for all purposes
and, accordingly, shall not be bound to recognize any legal, equitable or
other claim to, or interest in, such share or shares of stock on the part of
any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.
SECTION 4 - RECORD DATE:
In lieu of closing the stock ledger of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty (60) days, nor less
than ten (10) days, as the record date for the determination of stockholders
entitled to receive notice of, or to vote at, any meeting of stockholders, or
to consent to any proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any dividends or
allotment of any rights, or for the purpose of any other action. If no record
date is fixed, the record date for the determination of stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or,
if no notice is given, the day preceding the day on which the meeting is
held; the record date for determining stockholders for any other purpose shall
be at the close of business on
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the day on which the resolution of the directors relating thereto is
adopted. When a determination of stockholders of record entitled to notice of
or to vote at any meeting of stockholders has been made as provided for
herein, such determination shall apply to any adjournment thereof, unless
the directors fix a new record date for the adjourned meeting.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amounts, and at such time or
times as the Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be 1-1 to 12-31 and may be
changed by the Board of Directors from time to time subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from time
to time by the Board of Directors.
ARTICLE IX - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by
reason of the fact that he, his testator or interstate representative is or was
a director, officer or employee or the Corporation, or of any Corporation in
which he served as such at the request of the Corporation, shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in connection with
the defense of such action, suit or proceedings, or in connection with any
appeal therein, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding, or in connection with any appeal therein
that such officer, director or
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employee is liable for gross negligence or misconduct in the performance of
his duties.
(b) The foregoing right of indemnification shall not be deemed
exclusive of any other rights to which any officer or director or employee
may be entitled apart from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case
where there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
ARTICLE X - AMENDMENTS
SECTION 1 - BY STOCKHOLDERS:
All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by the affirmative vote of the
stockholders holding of record in the aggregate at least a majority of the
outstanding shares of stock entitled to vote in the election of directors at
any annual or special meeting of stockholders, provided that the notice or
waiver of notice of such meeting shall have summarized or set forth in full
therein, the proposed amendment.
SECTION 2 - BY DIRECTORS:
The Board of Directors shall have the power to make, adopt, alter, amend
and repeal, from time to time, by-laws of the Corporation; provided, however,
that the stockholders entitled to vote with respect thereto as in this
Article X above-provided may alter, amend or repeal by-laws made by the Board
of Directors, except that the Board of Directors shall have no power to
change the quorum for meetings of stockholders or of the Board of Directors
or to change any provisions of the by-laws with respect to the removal of
directors of the filling of vacancies in the Board resulting from the removal
by the stockholders. In any by-law regulating an impending election of
directors is adopted, amended, or repealed by the Board of Directors, there
shall be set forth in the notice of the next meeting of stockholders for the
election of directors, the by-laws so adopted, amended or repealed, together
with a concise statement of the changes made.
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