EXHIBIT 3.5
BYLAWS
OF
BOREALIS MINING COMPANY
ARTICLE I
OFFICES
SECTION 1.1 PRINCIPLE OFFICE. The principal office of BOREALIS MINING
COMPANY (the "Corporation") shall be located at 32509 El Diente Court,
Evergreen, Colorado 80439.
SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS
SECTION 2.1 ANNUAL MEETINGS. Annual meetings of the stockholders shall be
held each year on a date and time designated by the Board of Directors. In the
absence of such designation, the annual meeting shall be held on the second
Tuesday of April each year at 10:00 a.m. At the annual meeting, the stockholders
shall elect by vote a Board of Directors and transact such other business as may
properly be brought before the meeting.
SECTION 2.2 SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the Chairman of the Board of Directors, by
the President or the Secretary by resolution of the Board of Directors or at the
request in writing of one or more stockholders owning shares in the aggregate
entitled to cast at least a majority of the votes at the meeting. Such request
shall state the purpose of the proposed meeting and shall be personally
delivered or sent by registered mail or by telegraph or other facsimile
transmission to the Chairman of the Board of Directors, the President or the
Secretary of the Corporation. The officer receiving the request shall cause
notice to be promptly given to the stockholders entitled to vote, in accordance
with the provisions of Section 2.4 of this Article II. If notice is not given
within sixty (60) days of the request, the person or persons requesting the
meeting may, subject to any applicable federal or state law including but not
limited to federal securities laws, give the notice. Nothing contained in this
Section 2.2 shall be construed as limiting, fixing or affecting the time when a
meeting of stockholders called by action of the Board of Directors may be held.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.
SECTION 2.3 PLACE OF MEETING. All annual meetings of the stockholders shall
be held at the principal office of the Corporation or at such other place within
or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof.
SECTION 2.4 NOTICES. Notices of meetings shall be in writing and signed by
the President or a Vice-President or the Secretary or an Assistant Secretary or
by such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
and the place, which may be within or without the State of Nevada, where it is
to be held. The notice of any meeting at which directors are to be elected shall
include the name of any nominee or nominees whom, at the time of the notice,
management intends to present for election. A copy of such notice shall be
either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of
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record entitled to vote at such meeting not less than ten (10) nor more than
sixty (60) days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the Corporation and
upon such mailing of any such notice, the service thereof shall be complete and
the time of the notice shall begin to run from the date upon which such notice
is deposited in the mail for transmission to such stockholder. Personal delivery
of any such notice to any officer of a corporation or association, or to any
member of a partnership shall constitute delivery of such notice to such
corporation, association or partnership. In the event of the transfer of stock
after delivery of such notice of and prior to the holding of the meeting it
shall not be necessary to deliver or mail notice of the meeting to the
transferee.
SECTION 2.5 AFFIDAVIT OF MAILING. An affidavit of the mailing or other
means of giving any notice of any stockholders' meeting may be executed by the
Secretary, Assistant Secretary, or any Transfer Agent of the Corporation giving
the notice, and shall be filed and maintained in the minute book of the
Corporation.
SECTION 2.6 QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders or if the voting power necessary
to approve a matter for which the meeting has been noticed has not voted in
favor of such matter, the stockholders entitled to vote thereat, present in
person or represented by proxy, the Chairman of the Board of Directors, or a
majority of the Board of Directors shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented or until the voting power necessary to
approve the matter for which the meeting has been noticed has been voted in
favor of such matter.
SECTION 2.7 ADJOURNMENT. When any meeting of stockholders, either annual or
special, is adjourned to another time or place, notice may not be given of the
adjourned meeting if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the Board of Directors shall
set a new record date. Notice of any such adjourned meeting, if required, shall
be given to each stockholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of Section 2.4 of this Article II. At any
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
SECTION 2.8 VOTING. When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall be sufficient to elect directors or to
decide any question brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the Articles of Incorporation a
different vote is required, in which case such express provision shall govern
and control the decision of such question. Each common stockholder of record of
the Corporation shall be entitled at each meeting of stockholders to one vote
for each share of common stock standing in his, her or its name on the books of
the Corporation. Upon the demand of any common stockholder, the vote for
directors and the vote upon any question before the meeting shall be by ballot.
SECTION 2.9 PROXIES; INSPECTORS OF ELECTION. At any meeting of the
stockholders any stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing. In the event that any such instrument in
writing shall designate two (2) or more persons to act as proxies, a majority of
such persons present at the meeting, or, if only one (1) shall be present, then
that one (1) shall have and may exercise all of the powers conferred by such
written instrument upon all of the persons
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so designated unless the instrument shall otherwise provide. No proxy or power
of attorney to vote shall be used to vote at a meeting of the stockholders
unless it shall have been filed with the secretary of the meeting when required
by the inspectors of election. All questions regarding the qualification of
voters, the validity of proxies and the acceptance or rejection of votes shall
be decided by three (3) inspectors of election who shall be appointed by the
Board of Directors, or if not so appointed, then by the presiding officer of the
meeting.
The inspectors of election shall:
(a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and
the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising
in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the results; and
(g) Do any other acts that may be proper to conduct the election or
vote with fairness to all stockholders.
SECTION 2.10 ACTION BY WRITTEN CONSENT. Any action which may be taken by
the vote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
SECTION 2.11 WAIVER OF NOTICE. The transaction of any meeting of
stockholders, either annual or special, however called and noticed, and wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each person entitled to vote, who was not present
in person or by proxy, signs a written waiver of notice or a consent to a
holding of the meeting, or an approval of the minutes. The waiver of notice of
consent need not specify either the business to be transacted or the purpose of
any annual or special meeting of stockholders. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance by a person at a meeting shall also
constitute a waiver of notice of that meeting, except when the person objects,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
required by law to be included in the notice of the meeting, but not so
included, if that objection is expressly made at the meeting.
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ARTICLE III
DIRECTORS
SECTION 3.1 GENERAL POWERS. The business of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things not otherwise required by
statute, by the Articles of Incorporation or by these Bylaws to be exercised or
addressed by the common stockholders.
SECTION 3.2 NUMBER. The number of directors may from time to time be
increased or decreased by action of the Board of Directors to not less than one
(1) nor more than nine (9).
SECTION 3.3 TENURE AND QUALIFICATION. Each Director shall hold office until
the next annual meeting of stockholders and until his/her successor shall have
been duly elected and qualified. Directors need not be residents of the State of
Nevada or stockholders of the Corporation.
SECTION 3.4 VACANCIES. Vacancies in the Board of Directors, including those
caused by an increase in the number of directors, may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders. The holders of
two-thirds (2/3) of the outstanding shares of stock entitled to vote may at any
time peremptorily terminate the term of office of all or any of the directors by
vote at a meeting called for such purpose or by a written statement filed with
the secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously and the
vacancies on the Board of Directors resulting therefrom shall be filled only by
the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the Board of Directors by
resolution declares vacant the office of director who has been declared of
unsound mind by an order of the court or if the stockholders fail at any annual
or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting. The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board of Directors or the stockholders shall have power to elect a successor
to take office when the resignation is to become effective. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his term of office.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 4.1 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at any place within or without the State of Nevada, which has been
designated from time to time by resolution of the Board of Directors or by
written consent of all members of the Board of Directors. In the absence of such
designation regular meetings shall be held at the principal office of the
Corporation. Special meetings of the Board of Directors may be held either at a
place so designated or at the principal office. Any meeting, regular or special,
may be held by conference telephone network or similar communications method by
which all persons participating in the meeting can hear each other. Regular
meetings of the Board of Directors may be held without call or notice at such
time and at such place as shall from time to time be fixed and determined by the
Board of Directors.
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SECTION 4.2 INITIAL MEETING. The first meeting of each newly elected Board
of Directors shall be held at any place within or without the State of Nevada,
which has been designated from time to time by resolution of the Board of
Directors or by written consent of all members of the Board of Directors. In the
event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as herein provided for special
meetings of the Board of Directors.
SECTION 4.3 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman, the President or by any director. Written notice
of the time and place of special meetings shall be delivered personally to each
director, or sent to each director by mail or by other form of written
communication, charges prepaid, addressed to him at his address as it is shown
upon the records or is not readily ascertainable, at the place in which the
meetings of the directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or delivered to the
telegraph company at least forty-eight (48) hours prior to the time of the
holding of the meeting. In case such notice is delivered as above provided, it
shall be so delivered at least twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telegraphing or delivery as above provided
shall be deemed due, legal and personal notice to such director.
SECTION 4.4 ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned and unless the meeting is adjourned for
more than twenty-four (24) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner specified
in Section 4.3, to the directors who were not present at the time of the
adjournment.
SECTION 4.5 VALIDITY OF TRANSACTIONS. The transactions of any meeting of
the Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
SECTION 4.6 QUORUM. A majority of the authorized number of directors shall
be necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board of Directors
shall be as valid and effective in all respects as if passed by the Board of
Directors in regular meeting. A quorum of the Board of Directors may adjourn any
Board of Directors' meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the directors present at
any Board of Directors meeting, either regular or special, may adjourn from time
to time until the time fixed for the next regular meeting of the Board of
Directors.
SECTION 4.7 WRITTEN CONSENT. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all members of
the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board of
Directors or committee.
SECTION 4.8 COMPENSATION. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the
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Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like reimbursement and compensation for attending committee meetings.
ARTICLE V
COMMITTEES OF DIRECTORS
SECTION 5.1 COMMITTEES. The Board of Directors may, by resolution adopted
by a majority of the whole Board of Directors, designate one (1) or more
committees of the Board of Directors, each committee to consist of one (1) or
more of the directors of the Corporation which, to the extent provided in the
resolution, shall have and may exercise the power of the Board of Directors in
the management of the business and affairs of the Corporation and may have power
to authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.
SECTION 5.2 MINUTES. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
SECTION 5.3 MEETING AUTHORITY. Meetings and actions of the committee shall
be governed by, and held and taken in accordance with, the provisions of Article
IV of these Bylaws, Section 4.1 (Regular Meetings), Section 4.2 (Initial
Meeting), Section 4.3 (Special Meetings), Section 4.4 (Adjournment), Section 4.6
(Quorum), Section 4.7 (Written Consent) and Section 6.2 (Consents), with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the Board of Directors and its members, except
that the time of regular meetings of committees may be determined either by
resolution of the Board of Directors or by resolution of the committee. Special
meetings of committees may also be called by resolution of the Board of
Directors. Notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the government of any
committee not inconsistent with the provisions of these Bylaws.
ARTICLE VI
NOTICES
SECTION 6.1 NOTICES. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the Corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or other form of written communication
as provided for in these Bylaws.
SECTION 6.2 CONSENTS. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not
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excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time, and if any meeting be irregular for want
of notice or of such consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meeting. Such consent or approval of
stockholders may be by proxy or attorney, but all such proxies and powers of
attorney must be in writing.
SECTION 6.3 VALID NOTICE. Whenever any notice whatever is required to be
given under the provisions of the Nevada Revised Statutes (the "NRS"), the
Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE VII
OFFICERS
SECTION 7.1 REQUIRED OFFICERS. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary, a
Treasurer and such other officers as shall be approved by the Board of
Directors. Any person may hold two (2) or more offices.
SECTION 7.2 OFFICERS' COMPENSATION. The salaries and compensation of all
officers of the Corporation shall be fixed by the Board of Directors.
SECTION 7.3 REMOVAL OF OFFICERS. The officers of the Corporation shall hold
office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors. Any
officer may resign at any time by giving written notice to the Corporation.
SECTION 7.4 PRESIDENT. The President shall, subject to the control of the
Board of Directors, actively manage the business of the Corporation.
SECTION 7.5 SECRETARY. The Secretary shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.
SECTION 7.6 TREASURER. The Treasurer shall act under the direction of the
President. Subject to the direction of the President, he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.
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ARTICLE VIII
CERTIFICATES OF STOCK
SECTION 8.1 CERTIFICATION. Every stockholder shall be entitled to have a
certificate signed by the President and the Secretary of the Corporation,
certifying the number of shares owned by him, her or it in the Corporation. If
the Corporation shall be authorized to issue more than one (1) class of stock or
more than one (1) series of any class, the designations, preferences and
relative participating, optional or other special rights of the various classes
of stock or series thereof and the qualifications, limitations or restrictions
of such rights, shall be set forth in full or summarized on the face or back of
the certificate which the Corporation shall issue to represent such stock.
SECTION 8.2 REPLACED CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
SECTION 8.3 CERTIFICATE SURRENDER. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the Corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 8.4 DIVIDENDS. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record date for the
determination of the stockholders entitled to receive payment of any such
dividend, or to give such consent, and in such case, such stockholders, and only
such stockholders as shall be stockholders of record on the date so fixed, shall
be entitled to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as above.
SECTION 8.5 CORPORATE REGISTRAR. The Corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Nevada.
ARTICLE IX
RECORDS AND REPORTS
SECTION 9.1 STOCK LEDGER. The Corporation shall either maintain at its
principal office a record of its stockholders, giving the names and addresses of
all stockholders and the number and class
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of shares held by each stockholder, or in lieu thereof maintain at its principal
office a statement setting out the name of the custodian of the stock ledger.
SECTION 9.2 ACCOUNTING BOOKS AND RECORDS. The accounting books and records
and minutes of proceedings of the stockholders and the Board of Directors and
any committee or committees of the Board of Directors shall be kept at such
place or places designated by the Board of Directors. The minutes, accounting
books, and the records shall be kept either in written form or in any other form
capable of being converted into written form. Subject to NRS 78.257, as amended,
the minutes and accounting books and records shall be open to inspection by the
stockholders.
SECTION 9.3 INSPECTION. Every director shall have the absolute right at any
reasonable time to inspect all books, records, and documents of every kind, and
the physical properties of the Corporation and each of its subsidiary
corporations. This inspection by a director may be made in person or by an agent
or attorney, and the right of inspection includes the right to copy and make
extracts of documents.
ARTICLE X
GENERAL PROVISIONS
SECTION 10.1 DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in property or in shares of capital stock,
subject to the provisions of the Articles of Incorporation. Before payment of
any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, deem proper as a reserve or reserves to meet
contingencies, or for equalizing dividends or for repairing or maintaining any
property of the Corporation or for such other purpose as the directors shall
deem conducive to the interests of the Corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
SECTION 10.2 CHECKS OR DEMANDS. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.
SECTION 10.3 FISCAL YEAR. The fiscal year of the Corporation shall be the
calendar year, unless otherwise fixed by a resolution of the Board of Directors
of the Corporation.
SECTION 10.4 SEAL. The Corporation may adopt a corporate seal and have
inscribed thereon the name of the Corporation and the words "Corporate Seal" and
"Nevada." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
SECTION 10.5 ELECTRONIC SIGNATURE. Any action taken by the Board of
Directors, the stockholders of the Corporation or the individual directors,
officers, employees and other agents of the Corporation, which requires a
written signature, shall be deemed valid and binding if made by means of
electronic signature. For purposes of these Bylaws, "electronic signature" means
an electronic sound, symbol or process attached to or logically associated with
a record and executed or adopted by a person with the intent to sign such
record.
SECTION 10.6 AUTHORITY. The Chairman of the Board of Directors, the
President or any other person authorized by resolution of the Board of Directors
or by any of the foregoing designated officers, is authorized to vote on behalf
of the Corporation any and all shares of any other corporation or corporations,
foreign or domestic, standing in the name of the Corporation. The authority
granted to these
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officers to vote or represent on behalf of the Corporation any and all shares
held by the Corporation in any other corporation or corporations may be
exercised by any of these officers in person or by any person authorized to do
so by a proxy duly executed by the Chairman or the President.
SECTION 10.7 GOVERNING LAW. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the NRS shall
govern the construction of these Bylaws. Without limiting the generality of
these provisions, the singular number includes the plural, the plural number
includes the singular, the masculine and feminine genders are intended to be
used interchangeably and the term "person" includes both the Corporation and a
natural person.
ARTICLE XI
AMENDMENTS
SECTION 11.1 AMENDMENT BY STOCKHOLDERS. The Bylaws may be amended by a
two-thirds (2/3) vote of all the stock issued and outstanding and entitled to
vote at any annual or special meeting of the stockholders, provided notice of
intention to amend shall have been contained in the notice of the meeting.
SECTION 11.2 AMENDMENT BY BOARD OF DIRECTORS. The Board of Directors, by a
majority vote of the entire Board of Directors at any meeting, may amend these
Bylaws, including Bylaws adopted by the stockholders, but the stockholders may
from time to time specify particular provisions of the Bylaws, which shall not
be amended by the Board of Directors.
ARTICLE XII
INDEMNIFICATION
SECTION 12.1 INDEMNIFICATION. Every person who was or is a party or is
threatened to be a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she or a person of whom he or she is the legal representative is or
was a director, officer, employee, agent, or other person of the Corporation, or
is or was serving at the request of the Corporation or for its benefit as a
director, officer, employee or other person of another corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the law of the State of Nevada
as it may be amended from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him or her in connection
therewith.
The expenses of a director or officer, incurred in defending a civil or
criminal action, suit or proceeding must be paid by the Corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer, to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such a director or officer,
agent or other person may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under the Articles of Incorporation, any agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article XII.
Without limiting the application of the foregoing, the Board of Directors
may cause the Corporation to purchase and maintain insurance on behalf of any
person who is or was a director or officer, employee, agent or other person of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, agent or other person of another corporation,
partnership,
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joint venture, trust or other enterprise against any liability asserted against
such person and incurred in any such capacity or arising out of such status,
whether or not the Corporation would have the power to indemnify such person.
APPROVED AND ADOPTED this 5th day of June, 2003.
By: /s/ Allen S. Gordon
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Name: Allen S. Gordon
Title: President
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