BYLAWS
OF
GLOBAL INVESTORS GUIDE
SHAREHOLDERS
1. ANNUAL MEETING. Unless the Board of Directors of the President of the
Corporation selects a different time or date, the annual meeting of
shareholders shall be held at 11:00 A.M. on the first Tuesday of the third
month following the end of the corporation's fiscal year. The annual meeting
shall be for the purpose of electing a Board of Directors and transacting such
other business as may properly be brought before the meeting.
2. SPECIAL MEETING. Special meetings of shareholders may be called at any
time by the Board of Directors, the Chairman of the board, the President or the
holders of shares entitled to cast not less than one-tenth of the votes at the
meeting.
3. PLACE. Meetings of shareholders shall be held at the principal
executive office of the corporation or at any other place, within or without
California, which may be designated by the Board of Directors.
4. NOTICE.
(a) Annual and Special Meetings. A written notice of each meeting
of shareholders shall be given not more than 60 days and, except as provided
below, not less than 10 (or, if sent by third class mail, 30) days before the
date of the meeting to each shareholder entitled to vote at the meeting. The
notice shall state the place, date and hour of the meeting and, if directors
are to be elected at the meeting, the names of the nominees intended to be
presented by the Board of Directors for election. The notice shall also state
(i) in the case of an annual meeting, those matters which the Broad of
Directors intends to present for action by the shareholders, and (H) in the
case of a special meeting, the general nature of the business to be transacted
and that no other business may be transacted. Notice shall be delivered
personally, by first class mail or other written means addressed to each
shareholder at the address of such shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice or as otherwise provided by law. Upon written request to the Chairman of
the Board, the President, the Secretary or any Vice President of the
corporation by any person (other than the Board of Directors) entitled to call
a special meeting of shareholders, the person receiving such request shall
cause notice to be given to the shareholders entitled to vote that a meeting
will be held at a time requested by the person calling the meeting not less
than 35 nor more than 60 days after the receipt of the request.
(b) Adjourned Meetings. Notice of an adjourned meeting need not
be given if (i) the meeting is adjourned for 45 days or less, (ii) the time and
place of the adjourned meeting are announced at the meeting at which the
adjournment is taken, and (iii) no new record date is fixed for the adjourned
meeting. Otherwise, notice of the adjourned meeting shall be given as the case
of an original meeting.
5. RECORD DATE. The Board of Directors may fix in advance a record date
for the determination of the shareholders entitled to notice of any meeting, to
vote, to receive payment of any dividend or other distribution or allotment of
rights or to exercise any rights. Such record date shall not be more than 60
nor less than 10 days prior to the date of the meeting nor more than 60 days
prior to any other action. Except as otherwise provided by law, if no record
date is so fixed, the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be the day next
preceding the day on which notice is given, or if notice is waived, the close
of business on the business day next preceding the day on which the meeting is
held. The record date for determining shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior action of the
Board of Directors has been taken, shall be the day on which the first written
consent is given. The record date for determining shareholders for any other
purpose shall be at the close of day prior to the date of such other action,
whichever is later. Except as otherwise provided in the Articles of
Incorporation, by law or by agreement, only shareholders at the close of
business on the record date are entitled to notice and to vote, to receive the
dividend, distribution or allotment of rights or to exercise rights, as the
case may be, notwithstanding any transfer of shares on the books of the
corporation after the record date. Except as otherwise provided by law, the
corporation shall be entitled to treat the holder of record of any shares as
the holder in fact of such shares and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not the corporation shall have express or other notice of
such claim or interest. A determination of shareholders of record entitled to
notice of or to vote as a meeting shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date. The Board of Directors
shall fix a new record date if the adjourned meeting takes place more than 45
days from the date set for the original meeting.
6. MEETING WITHOUT REGULAR CALL AND NOTICE. The actions of any meeting of
shareholders, however called and noticed and wherever held, are as valid as
though taken at a meeting duly held after regular call and notice if a quorum
is present in person or by proxy, and if, either before or after the meeting,
each of the persons entitled to vote who is not present at the meeting in
person or by proxy signs a written waiver of notice, a consent to the holding
of the meeting or an approval of the minutes of the meeting. For such purposes,
even though a shareholder attends such a meeting, the shareholder shall not be
considered present at the meeting if at the beginning of the meeting, the
shareholder objects to the transaction of any business because the meeting was
not lawfully called or convened or, with respect to the consideration of a
matter required by law to be included in the notice of the meeting which was
not so included, the shareholder expressly objects to such consideration at the
meeting.
7. QUORUM AND REQUIRED VOTE. A majority of the shares entitled to vote,
represented in person or by proxy, constitutes a quorum for the transaction of
business. No business may be transacted at a meeting in the absence of a quorum
other than the adjournment of such meeting, except that if a quorum is present
at the commencement of a meeting, business may be transacted until the meeting
is adjourned even through the withdrawal of shareholders leaves less than a
quorum. If a quorum is present at a meeting, the affirmative vote of a majority
of the shares represented and voting at a duly held meeting shall be the act of
the shareholders unless the vote of a larger number or voting by classes is
required by law or the Articles of Incorporation. If a quorum is present at the
commencement of a meeting by the withdrawal of shareholders results in less
than a quorum, the affirmative vote of at least a majority of the shares
required to constitute a quorum shall be the act of the shareholders unless the
vote of a larger number or voting by classes is required by law of the Articles
of Incorporation. Any meeting of shareholders, whether or not a quorum is
present, may be adjourned by the vote of a majority of the shares represented
at the meeting.
8. PROXIES. A shareholder may be represented at any meeting of
shareholders by a written proxy signed by the person entitled to vote or by
such person's duly authorized attorney-in-fact. A proxy must bear a date within
I I months prior to the meeting, unless the proxy specifies a different length
of time. A revocable proxy is revoked by a writing delivered to the corporation
stating that the proxy is revoked, or by a subsequent proxy executed by the
person executing the prior proxy and presented to the meeting, or by attendance
at the meeting and voting in person by the person executing the proxy.
9. VOTING, REPORT OF RESULTS. Except as provided below or as otherwise
provided by the Articles of Incorporation or by law, a shareholder shall be
entitled to one vote for each share held of record on the record date fixed for
the determination of the shareholders entitled to vote at a meeting or, if no
such date is fixed, the date determined in accordance with law. Upon the demand
of any shareholder made at a meeting before the voting begins, the election of
directors shall be by ballot. At every election of directors, shareholders may
cumulate votes and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which the
shareholder's shares are normally entitled or distribute the shareholder's
votes according to the same principle among as many candidates as desired;
however, no shareholder shall be entitled to cumulate votes for any one or more
candidates unless such candidate or candidates' names have been placed in
nomination prior to the voting and at least one shareholder has given notice at
the meeting prior to the voting of such shareholder's intention to cumulate
votes. Upon written request of any shareholder made within 60 days of any
meeting of shareholders, the corporation shall forthwith inform such
shareholder of the result of any particular vote of shareholders taken at the
meeting, including the number of shares voting for, the number of shares voting
against, and the number of shares abstaining or withheld from voting. If the
matter voted on was the election of directors, the corporation shall report to
the shareholder the number of shares (or votes if voted cumulatively) cast for
each nominee for director. If more than one class or series of shares voted,
the report shall state the appropriate numbers by class or series of shares.
10. ELECTION INSPECTORS. One or three election inspectors may be appointed
by the Board of Directors in advance of a meeting of shareholders or at the
meeting by the chairman of the meeting. If not previously chosen, one or three
inspectors shall be appointed by the chairman of the meeting if a shareholder
or proxy holder so request. When inspectors are appointed at the request of a
shareholder or proxy holder, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors shall be chosen. The
election inspectors shall determine all questions concerning the existence of a
quorum and the right to vote, shall tabulate and determine the results of
voting and shall do other acts as may be proper to conduct the election or vote
with fairness to all shareholders. If there are three inspectors, the decision,
act or certificate of a majority of the inspectors is effective as if made by
all.
11. ACTION WITHOUT MEETING. Except as provided below, by the Articles of
Incorporation or by law, any action which may be taken at any meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes which
would be necessary to authorize or take such action were present and voted.
Unless the consents of all shareholders entitled to vote have been solicited in
writing, the corporation shall give, to those shareholders entitled to vote who
have not consented in writing, a written notice of (i) any shareholder approval
obtained without a meeting pursuant to those provisions of the California
Corporation Code set forth in Subsection 603(b)(1) of such Code at least 10
days before the consummation of the action authorized by such approval and (ii)
the taking of any other action approved by shareholders without a meeting by
less than unanimous written consent, which notice shall be given promptly after
such action is taken. Subject to Section 305(b) of the California Corporations
Code, directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of directors.
12. REPORTS. The annual report to shareholders specified in Section 1501
of the California Corporations Code is dispensed with, except as the Board of
Directors may otherwise determine, as long as there are fewer than 100 holders
of record of the corporation's shares. Any such annual report sent to
shareholders shall be sent at least 15 (or, if sent by third class mail, 35)
days prior to the next annual meeting of shareholders.
13. LOST STOCK CERTIFICATES. The corporation may cause a new stock
certificate to be issued in place of any certificate previously issued by the
corporation alleged to have been lost, stolen or destroyed. The corporation
may, at its discretion and as a condition precedent to such issuance, require
the owner of such certificate or the owner's legal representative to deliver an
affidavit stating that such certificate was lost, stolen or destroyed or to
give the corporation a bond or other security sufficient to indemnify it
against any claim that may be made against it, including any expense or
liability, on account of the alleged loss, theft or destruction or the issuance
of a new certificate.
DIRECTORS
14. NUMBER. The number of directors of this corporation shall be one until
such number is changed by an amendment of this Bylaw, provided that, if the
number of directors is set forth in the Articles of Incorporation, such number
may only be changed by an amendment of the Articles of Incorporation. After the
issuance of shares, a bylaw specifying or changing a fixed number of directors
or the maximum or minimum number or changing from a fixed to a variable board
or vice versa may only be adopted by the affirmative vote of a majority of the
outstanding shares entitled to vote; provided, however, that a bylaw or
amendment of the Articles of Incorporation reducing the fixed number or the
minimum number of directors to a number less than five cannot be adopted if the
votes cast against its adoption at a meeting or the shares not consenting in
the case of action by written consent are equal to more than 16 2/3 percent of
the outstanding shares entitled to vote.
15. POWERS. Subject to the limitations imposed by law or contained in the
Articles of Incorporation, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of the Board of Directors.
16. ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of
shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which the director was elected
and until a successor has been elected and qualified. The Board of Directors
may declare vacant the office of a director who has been declared to be of
unsound mind by court order or convicted of a felony. Unless otherwise provided
by the Articles of Incorporation, vacancies on the Board of Directors not
caused by removal may be filled by a majority of the directors then in office,
or if the number of directors then in office is less than a quorum, by the
affirmative vote of a majority of the directors then in office at a meeting
held pursuant to notice or waivers of notice complying with Section 307 of the
California Corporation Code, or by a sole remaining director. The shareholders
my elect a director at any time to fill any vacancy not filled, or which cannot
be filled, by the Board of Directors. Not reduction in the authorized number of
directors shall have the effect of removing any director prior to the
expiration of the director's term of office.
17. REMOVAL. Except as described below, any or all of the directors may be
removed without cause if such removal is approved by the affirmative vote of a
majority of the outstanding shares entitled to vote. Unless the entire Board of
Directors is so removed, no director may be removed if (i) the votes cast
against removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an election at which
the same total number of votes were cast or, if such action is taken by written
consent, all shares entitled to vote were voted, and (ii) the entire number of
directors authorized at the time of the director's most recent election were
then being elected. When the Articles of Incorporation provide that the holders
of the shares of any class or series, voting as a class or series, are entitled
to elect one or more directors, any director so elected may be removed only by
the applicable vote of the holders of the shares of that class or series.
18. RESIGNATION. Any director may resign by giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors.
Such resignation shall be effective when given unless the notice specifies a
later time. The resignation shall be effective regardless of whether it is
accepted by the corporation.
19. COMPENSATION. If the Board of Directors so resolves, the directors,
including the Chairman of the board, shall receive compensation and expenses of
attendance for meetings of the Board of Directors and of committees of the
Board. Nothing herein shall preclude any director from serving the corporation
in another capacity in accordance with the law and receiving compensation for
such service.
20. COMMITTEES. The Board of Directors may, by resolution adopted by the
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate
members of a committee who may replace any absent member at any meeting of the
committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of directors. Except
as otherwise provided by Section 311 of the California Corporations Code, to
the extent permitted by the resolution of the Board of Directors, a committee
may exercise all of the authority of the Board.
21. INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all
books, records, documents and physical properties of the corporation and its
subsidiaries at any reasonable time. Inspections may be made either by the
director or the director's agent or attorney. The right of inspection includes
the right to copy and make extracts.
22. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Unless otherwise
provided in the Articles of Incorporation or unless the Board of Directors
otherwise determines, the Board shall hold a regular meeting during each
quarter of the corporation's fiscal year. One such meeting shall take place
immediately following the annual meeting of shareholders. All meetings of
directors shall be held at the principal executive office of the corporation or
at such other place, within or without California, as shall be designated in
the notice for the meeting or in a resolution of the Board of Directors.
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members so participating can
hear each other.
23. CALL. Unless otherwise provided in the Articles of Incorporation,
meetings of the Board of Directors, whether regular or special, may be called
by the Chairman of the Board, the President, the Secretary, and Vice President
or any two directors.
24. NOTICE. Unless otherwise provided in the Articles of Incorporation,
regular meetings of the Board of Directors may be held without notice if the
time and place of such meetings have been fixed by the Board. Special meetings
shall be held upon four days' notice by mail or 48 hours' notice delivered
personally or by telephone or telegraph, and regular meetings shall be held
upon similar notice if notice is required for such meetings. Neither a notice
nor a waiver of notice need specify the purpose of any regular or special
meeting. If a meeting is adjourned for more than 24 hours, notice of the
adjourned meeting shall be given prior to the time of such meeting to the
directors who were not present at the time of the adjournment.
25. MEETING WITHOUT NOTICE TO ALL DIRECTORS. Unless otherwise provided in
the Articles of Incorporation, notice of a meeting need not be given to any
director who, wither before or after the meeting, signs a written waiver of
notice or a consent to holding the meeting or an approval of the minutes of the
meeting or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
Minutes of the Meeting.
26. ACTION WITHOUT MEETING. Unless otherwise provided in the Articles of
Incorporation, any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, if all of the members of the Board
individually or collectively consent in writing to such action.
27. QUORUM AND REQUIRED VOTE. Unless otherwise provided in the Articles of
Incorporation, a majority of the directors shall constitute a quorum for the
transaction of business, provided that unless the authorized number of
directors is one, the number constituting a quorum shall not be less than the
greater of one-third of the authorized number of directors or two directors.
Except as otherwise provided by Subsection 307(a)(8) of the California
Corporations -Code, the Articles of Incorporation or these Bylaws, 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 is the act of the Board of Directors. A
meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for such meeting. A
majority of the directors present at a meeting, whether or not a quorum is
present, may adjourn a meeting to another time and place.
28. COMMITTEE MEETINGS. The principles set forth in Section 22 through 27
of these Bylaws shall apply to committees of the Board of Directors and to
actions by such committees.
29. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Indemnification. To the fullest extent permissible under
California law, and, to the extent authorized by the Articles of Incorporation,
in excess of that which is expressly permitted by Section 317 of the California
Corporations Code, the corporation shall indemnify its directors and officers
against all expenses, judgments, fines, settlements and other amounts actually
and reasonable incurred by them in connection with any proceeding, including an
action by or in the right of the corporation, by reason of the fact that such
director or officer is or was serving as a director, officer, trustee, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, trustee, employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise
(including service with respect to employee benefit plans). To the fullest
extent permissible under California law, expenses incurred by a director or
officer seeking indemnification under this Bylaw in defending any proceeding
shall be advanced by the corporation as they are incurred upon receipt by the
corporation of an undertaking by or on behalf of the director or officer to
repay such amount if it shall ultimately be determined that the director or
officer is not entitled to be indemnified by the corporation for those
expenses. The rights granted by this Bylaw are contractual in nature and, as
such, may not be altered (other than prospectively in connection with acts and
liabilities not occurring or arising prior to the date of alteration) with
respect to any present or former director or officer without the written
consent of that person.
(b) Procedure. Upon written request to the Board of Directors by
person seeking indemnification under this Bylaw, the Board shall promptly
determine in accordance with Section 317(e) of the California Corporations Code
whether the applicable standard of conduct has been met and, if so, the Board
shall authorize indemnification. If the Board cannot authorize indemnification
because the number of directors who are parties to the proceeding with respect
to which indemnification is sought prevents the formation of a quorum of
directors who are not parties to the proceeding, then, upon written request by
the person seeking indemnification, independent legal counsel (by means of a
written opinion obtained at the corporation! s expense) or the corporation's
shareholders shall determine whether the applicable standard of conduct has
been met and, if so, shall authorize indemnification.
(c) Definitions. The term "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative. The term "expenses" includes, without
limitation, attorneys' fees and any expenses of establishing a right to
indemnification.
OFFICERS
30. TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the
corporation shall include a Chairman of the Board, a President, a Secretary and
a Chief Financial Officer. The Board of Directors may also choose a Treasurer
and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurer or
other officers. Unless otherwise provided in the Articles of Incorporation, any
Chairman of the Board and President shall be the same person. All officers
shall perform their duties and exercise their powers under the ultimate
direction of the Board of Directors.
31. ELECTION, TERM OF OFFICE AND VACANCIES. Unless otherwise provided in
the Articles of Incorporation, at its reg ular meeting after each annual
meeting of shareholders, the Board of Directors shall choose the officers of
the corporation. No officer need be a member of the Board of Directors except
the Chairman of the Board. The officers shall hold off ice until their
successors are chosen. Subject to the rights, if any, of an officer tinder any
contract employment, the Board of Directors may remove any officer at any time.
If an office becomes vacant for any reason, the vacancy shall be filled by the
Board.
32. RESIGNATION. Any officer may resign at any time upon written notice to
the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. Such resignation shall be
effective regardless of whether it is accepted by the corporation.
33. SALARIES. The Board of Directors shall fix the salaries of the
Chairman of the Board and President and may fix the salaries of other employees
of the corporation including the other officers. If the Board does not fix the
salaries of the other officers, the President shall fix such salaries.
34. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside over
all meetings of the Board of Directors.
35. PRESIDENT. Unless otherwise provided in the Articles of Incorporation,
the President shall be the general manager and chief executive officer of the
corporation, shall preside at all meetings of shareholders, shall effectuate
orders and resolutions of the Board of Directors and shall exercise such other
powers and perform such other duties as the Board of Directors shall prescribe.
36. SECRETARY. The Secretary shall have the following powers and duties:
(a) Record of Corporate Proceedings. The Secretary shall attend
all meetings of the Board of Directors and its committees and shareholders and
shall record all votes and the minutes of such meetings in a book to be kept
for that purpose at the principal executive office of the corporation or at
such other place as the Board of Directors may determine. The Secretary shall
keep at the corporation's principal executive office, if in California, or at
its principal business office in California if the principal executive office
is not in California, the original or a copy of the Bylaws, as amended.
(b) Record of Shares. If a transfer agent or registrar is
appointed by the Board of Directors to keep a share register, the share
register shall be kept at the office of the transfer agent or registrar. If no
such appointment is made, the Secretary shall keep at the principal executive
office of the corporation a share register showing the names of the
shareholders and their addresses, the number and class of shares held by each,
the number and date of certificates issued and the number and date of
cancellation of each certificate surrendered for cancellation.
(c) Notices. The Secretary shall give such notices as may be
required by law or these Bylaws.
(d) Additional Powers and Duties. The Secretary shall exercise
such other powers and perform such other duties as the Board of Directors shall
prescribe.
37. CHIEF FINANCIAL OFFICER. Unless otherwise determined by the Board of
Directors, the Chief Financial Officer shall have custody of the corporate
funds and securities and shall keep adequate and correct accounts of the
corporation's properties and business transactions. The Chief Financial Officer
shall disburse such funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, shall render to the
President and directors, at regular meetings of the Board of Directors or
whenever the Board may require, an account of all transactions and the
financial condition of the corporation and shall exercise such other powers and
perform such other duties as the Board of Directors shall prescribe,
38. OTHER OFFICERS. The other officers of the corporation, if any, shall
perform such duties as the Board of Directors shall prescribe.
AMENDMENT OF
BYLAWS
39. Except as provided by law or the Articles of Incorporation, Bylaws may
be adopted, amended or repealed by the affirmative vote of a majority of the
outstanding shares entitled to vote or by the approval of the Board of
Directors, except that an amendment changing the authorized number of directors
may only be adopted as provided in Section 14.
40. RELATION TO ARTICLES. These Bylaws shall be subject to any provision
of the Articles of Incorporation, as the same may be amended or restated from
time to time, to the extent that the California Corporations Code permits such
provision, if set forth in the Articles of Incorporation, to supervene, to
modify or to constitute an exception or supplement to any provision of these
Bylaws.
This is to certify that the foregoing is a true and correct copy of
the Bylaws of the corporation named in the title of these Bylaws and that such
Bylaws were duly adopted by the incorporator of such corporation on December 6,
1996.
Dated:
/s/ Jeff Phillips
-----------------------
Jeff Phillips Secretary