EXHIBIT 3.2
BYLAWS ADOPTED DECEMBER 17, 2004
BYLAWS
OF
CIROND CORPORATION
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The Board of
Directors shall fix the location of the principal executive
office of the corporation at any place within or outside the
State of Nevada. If the principal executive office is located
outside Nevada and the corporation has one or more business
offices in Nevada, the Board of Directors shall fix and
designate a principal business office in Nevada.
Section 2. OTHER OFFICES. Branch or subordinate offices may be
established at any time and at any place by the Board of
Directors.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at
any place within or outside the State of Nevada designated by
the Board of Directors. in the absence of a designation by the
board, shareholders' meetings shall be held at the
corporation's principal executive office.
Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be
held each year on a date and at a time designated by the Board
of Directors.
The date so designated shall be as soon as practicable after
the end of the Corporation's fiscal year so as to permit the
corporation to comply with all applicable state corporate law
provisions and proxy rules of the Securities and Exchange
Commission, including sending an annual report with audited
financial statements for the fiscal year just completed
together with the notice of the meeting.
At each annual meeting, Directors shall be elected and any
other proper business within the power of the shareholders may
be transacted.
Section 3. SPECIAL MEETINGS. A special meeting of the shareholders for
any purpose or purposes may be called at any time by the board
of directors, and shall be called by the President or any Vice
President at (a) the request in writing of a majority of the
Board, or (b) at the written demand, delivered to the
Secretary, of shareholders
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holding of record not less than 60% of the number of shares of
the Corporation at the time outstanding and entitled to vote
with respect to the business to be transacted at such meeting.
All requests or demands for special meetings shall state the
purpose or purposes thereof, and the business transacted at
such meeting shall be confined to the purposes stated in the
call and matters germane thereto.
Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance
with the requirements of Section 5 of this Article II and
shall not be fewer than 10 or more than 60 days before the
date of the meeting. Shareholders entitled to notice shall be
determined in accordance with the provision of Section 11 of
this Article II. The notice shall specify the place, date, and
hour of the meeting, the means of electronic communications,
if any, by which shareholders and proxies shall be deemed to
be present in person and vote, and (i) in the case of a
special meeting, the general nature of the business to be
transacted, or (ii) in the case of the annual meeting, those
matters that the Board of Directors, at the time of giving the
notice, intends to present for action by the shareholders. If
Directors are to be elected, the notice shall include the
names of all nominees whom the Board intends, at the time of
notice, to present for election.
The notice shall also state the general nature of any proposed
action to be taken at the meeting to approve any of the
following matters:
(i) A transaction in which a Director has a financial
interest;
(ii) An amendment of the Articles of Incorporation;
(iii) A reorganization;
(iv) A voluntary dissolution; or
(v) A distribution in dissolution that requires approval of
the outstanding shares.
Section 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any
shareholders' meeting shall be given either personally, by
first-class mail or by any means provided for in the Nevada
General Corporation Law, charges prepaid, addressed to the
shareholder at the address appearing on the corporation's
books or given by the shareholder to the corporation for
purposes of notice. If no address appears on the corporation's
books or has been given as specified above, notice shall be
either (1) sent by first-class mail addressed to the
shareholder at the corporation's principal executive office,
or (2) published at least once in a newspaper of general
circulation in the country where the corporation's principal
executive office is located. Notice is deemed to have been
given at the time when delivered personally or deposited in
the mail or sent by other means of written communication.
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If any notice or report mailed to a shareholder at the address
appearing on the corporation's books is returned marked to
indicate that the United States Postal Service is unable to
deliver the document to the shareholder at that address, all
future notices or reports shall be deemed to have been duly
given without further mailing if the corporation holds the
document available for the shareholder on written demand at
the corporation's principal executive office for a period of
one year from the date the notice or report was given to all
other shareholders.
An affidavit of the mailing, or other authorized means of
giving notice or delivering a document, of any notice of
shareholders' meeting, report, or other document sent to
shareholders, may be executed by the corporation's Secretary,
Assistant Secretary, or transfer agent, and, if executed,
shall be filed and maintained in the minute book of the
corporation.
Section 6. QUORUM. The presence in person or by proxy of the holders of
one-third of the shares entitled to vote at any meeting of the
shareholders shall constitute a quorum for the transaction of
business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.
Section 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual
or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by
proxy, but in the absence of a quorum, no other business may
be transacted at that meeting, except as provided in Section 6
of this Article II.
When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice of the adjourned
meeting need not be given if the time and place are announced
at the 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 60 days from the date set for the
original meeting, in which the Board of Directors shall set a
new record date. Notice of any such adjourned meeting, if
required, shall be given to each shareholder of record
entitled to vote at the adjourned meeting, in accordance with
the provisions of Sections 4 and 5 of this Article II. At any
adjourned meeting, the corporation may transact any business
that might have been transacted at the original meeting.
Section 8. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the
provisions of Section 11 of this Article II. The shareholders'
vote may be by voice vote or by ballot; provided, however,
that any election for Directors must be by ballot if demanded
by any shareholder before the voting has begun. On any matter
other than the election of Directors, any shareholder may vote
part of the shares the shareholder is to vote in favor of
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the proposal and refrain from voting the remaining shares or
vote them against the proposal, but if the shareholder fails
to specify the number of shares that the shareholder is voting
affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares
that the shareholder is entitled to vote. If a quorum is
present (or if a quorum has been present earlier at the
meeting but some shareholders have withdrawn), the affirmative
vote of a majority of the shares represented and voting,
provided such shares voting affirmatively also constitute a
majority of the number of shares required for a quorum, shall
be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or by the
Articles of Incorporation.
At a shareholders' meeting at which Directors are to be
elected, no shareholder shall be entitled to cumulate votes.
Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or
special, however called and noticed and wherever held, shall
be as valid as though they were had at a meeting duly held
after regular call and notice, if a quorum is present either
in person or by proxy, and if each person entitled to vote who
was not present in person or by proxy, either 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.
A shareholder's attendance at a meeting also constitutes a
waiver of notice of that meeting, unless the shareholder at
the beginning of the meeting objects to the transaction of any
business on the ground that the meeting was not lawfully
called or convened. In addition, attendance at a meeting does
not constitute a waiver of any right to object to
consideration of matters required by law to be included in the
notice of the meeting which were not so included, if that
objection is expressly made at the meeting.
Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action that could be taken at an annual or special 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 at least a majority of the
voting power, except that if a different proportion of voting
power is required for such an action at a meeting, then that
proportion of written consents is required.
All consents shall be filed with the Secretary of the
corporation and shall be maintained in the corporate records.
Any shareholder or other authorized person who has given a
written consent may revoke it by a writing received by the
Secretary of the corporation before written consents required
to authorize the proposed action have been filed with the
Secretary.
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Section 11. RECORD DATE FOR SHAREHOLDER NOTICE OF MEETING VOTING, AND
GIVING CONSENT.
(a) For purposes of determining the shareholders entitled
to receive notice of and vote at a shareholders'
meeting or give written consent to corporate action
without a meeting, the Board may fix in advance a
record date that is not more than 60 nor less than 10
days before the date of a shareholders' meeting, or
not more than 60 days before any other action.
(b) For the purpose of determining the shareholders
entitled to give written consent to corporate action
without a meeting, the Board may fix a date that does
not precede or be more than 10 days after the date
the resolution fixing such date is adopted by the
Board.
(c) If no record date is fixed:
(i) The record date for determining shareholders
entitled to receive notice of and vote at a
shareholders' meeting shall be the business
day next preceding the day on which notice
is given, or if notice is waived as provided
in Section 9 of this Article II, the
business day next preceding the day on which
the meeting is held.
(ii) The record date for determining shareholders
entitled to give consent to corporate action
in writing without a meeting, if no prior
action has been taken by the Board, shall be
the day on which the first written consent
is delivered in accordance with the Nevada
General Corporation Law.
(iii) The record date for determining shareholders
for any other purpose shall be as set forth
in Section 1 of Article VIII of these
bylaws.
(d) A determination of shareholders of record entitled to
receive notice of and vote at a shareholders' meeting
shall apply to any adjournment of the meeting unless
the Board fixes a new record date for the adjourned
meeting. However, the Board shall fix a new record
date if the adjournment is to a date more than 60
days after the date set for the original meeting.
(e) Only shareholders of record on the corporation's
books at the close of business on the record date
shall be entitled to any of the notice and voting
rights listed in subsection (a) of this section,
notwithstanding any transfer of shares on the
corporation's books after the record date, except as
otherwise required by law.
Section 12. PROXIES. Every person entitled to vote for Directors or on any
other matter shall have the right to do so either in person or
by one or more agents authorized
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by a written proxy signed by the person and filed with the
Secretary of the corporation. A proxy shall be deemed signed
if the shareholder's name is placed on the proxy (whether by
manual signature, typewriting, telegraphic transmission, or
otherwise) by the shareholder or the shareholder's attorney in
fact. A validly executed proxy that does not state that it is
irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant
to that proxy, by a writing delivered to the corporation
stating that the proxy is revoked, or by attendance at the
meeting and voting in person by the person executing the proxy
or by as subsequent proxy executed by the same person and
presented at the meeting; or (ii) written notice of the death
or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted;
provided, however, that no proxy shall be valid after the
expiration of 6 months from the date of the proxy, unless
coupled with an interest. The revocability of a proxy that
states on its face that it is irrevocable shall be governed by
NRS 78.355.
Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders,
the Board of Directors may appoint any person other than
nominees for office to act as inspectors of election at the
meeting or its adjournment. If no inspectors of election are
so appointed, the Chair of the meeting may, and on the request
of any shareholder or a shareholder's proxy shall appoint
Inspectors of Election at the meeting. The number of
Inspectors shall be either 1 or 3. If the Inspectors are
appointed at the meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares
or their proxies present at the meeting shall determine
whether 1 or 3 Inspectors are to be appointed. If any person
appointed as Inspector fails to appear or fails or refuses to
act, the Chair of the meeting may, and upon the request of any
shareholder or shareholder's proxy shall, appoint a person to
fill in that vacancy.
These Inspectors 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 or 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 result; and (g) do any other acts that may be
proper to conduct the election or vote with fairness to all
shareholders.
Section 14. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board
of Directors of the Corporation and the proposal
of business to be considered by the stockholders
may be made at an annual meeting of stockholders
only (A) pursuant to the Corporation's notice of
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meeting (or any supplement thereto), (B) by or at
the direction of the Board of Directors or (C) by
any stockholder of the Corporation who was a
stockholder of record of the Corporation at the
time the notice provided for in this Section 14 is
delivered to the Secretary of the Corporation, who
is entitled to vote at the meeting and who
complies with the notice procedures set forth in
this Section 14.
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder
pursuant to clause (C) of paragraph (a)(1) of this
Section 14, the stockholder must have given timely
notice thereof in writing to the Secretary of the
Corporation and any such proposed business other
than the nominations of persons for election to
the Board of Directors must constitute a proper
matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the
Secretary at the principal executive offices of
the Corporation not later than the close of
business on the ninetieth day nor earlier than the
close of business on the one hundred twentieth day
prior to the first anniversary of the preceding
year's annual meeting (provided, however, that in
the event that the date of the annual meeting is
more than 30 days before or more than 70 days
after such anniversary date, notice by the
stockholder must be so delivered not earlier than
the close of business on the one hundred twentieth
day prior to such annual meeting and not later
than the close of business on the later of the
ninetieth day prior to such annual meeting or the
tenth day following the day on which public
announcement of the date of such meeting is first
made by the Corporation). For purposes of the
first annual meeting of stockholders of the
Corporation held after 2004, the first anniversary
of the 2004 annual meeting shall be deemed to be
March 31, 2005. In no event shall the public
announcement of an adjournment or postponement of
an annual meeting commence a new time period (or
extend any time period) for the giving of a
stockholder's notice as described above. Such
stockholder's notice shall set forth: (A) as to
each person whom the stockholder proposes to
nominate for election as a director (i) all
information relating to such person that is
required to be disclosed in solicitations of
proxies for election of directors in an election
contest, or is otherwise required, in each case
pursuant to and in accordance with Regulation 14A
under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and (ii) such
person's written consent to being named in the
proxy statement as a nominee and to serving as a
director if elected; (B) as to any other business
that the stockholder proposes to bring before the
meeting, a brief description of the business
desired to be brought
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before the meeting, the text of the proposal or
business (including the text of any resolutions
proposed for consideration and in the event that
such business includes a proposal to amend the
Bylaws of the Corporation, the language of the
proposed amendment), the reasons for conducting
such business at the meeting and any material
interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the
proposal is made; and (C) as to the stockholder
giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of
such beneficial owner, (ii) the class and number
of shares of capital stock of the Corporation
which are owned beneficially and of record by such
stockholder and such beneficial owner, (iii) a
representation that the stockholder is a holder of
record of stock of the Corporation entitled to
vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such
business or nomination, and (iv) a representation
whether the stockholder or the beneficial owner,
if any, intends or is part of a group which
intends (A) to deliver a proxy statement and/or
form of proxy to holders of at least the
percentage of the Corporation's outstanding
capital stock required to approve or adopt the
proposal or elect the nominee and/or (B) otherwise
to solicit proxies from stockholders in support of
such proposal or nomination. The foregoing notice
requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the
Corporation of his or her intention to present a
proposal at an annual meeting in compliance with
Rule 14a-8 (or any successor thereof) promulgated
under the Exchange Act and such stockholder's
proposal has been included in a proxy statement
that has been prepared by the Corporation to
solicit proxies for such annual meeting. The
Corporation may require any proposed nominee to
furnish such other information as it may
reasonably require to determine the eligibility of
such proposed nominee to serve as a director of
the Corporation.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 14 to the
contrary, in the event that the Board of Directors
proposes to increase the number of directors to be
elected to the Board of Directors of the
Corporation at an annual meeting and there is no
public announcement by the Corporation naming the
nominees for the additional directorships at least
one hundred days prior to the first anniversary of
the preceding year's annual meeting, a
stockholder's notice required by this Section 14
shall also be considered timely, but only with
respect to nominees for the additional
directorships, if it shall be delivered to the
Secretary at the principal executive offices of
the Corporation not
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later than the close of business on the tenth day
following the day on which such public
announcement is first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be
made at a special meeting of stockholders at which
directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the
direction of the Board of Directors or (2) provided that
the Board of Directors has determined that directors
shall be elected at such meeting, by any stockholder of
the Corporation who is a stockholder of record at the
time the notice provided for in this Section 14 is
delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and upon such election
and who complies with the notice procedures set forth in
this Section 14. In the event the Corporation calls a
special meeting of stockholders for the purpose of
electing one or more directors to the Board of
Directors, any such stockholder entitled to vote in such
election of directors may nominate a person or persons
(as the case may be) for election to such position(s) as
specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of
this Section 14 shall be delivered to the Secretary at
the principal executive offices of the Corporation not
earlier than the close of business on the one hundred
twentieth day prior to such special meeting and not
later than the close of business on the later of the
ninetieth day prior to such special meeting or the tenth
day following the day on which public announcement is
first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public
announcement of an adjournment or postponement of a
special meeting commence a new time period (or extend
any time period) for the giving of a stockholder's
notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 14
shall be eligible to be elected at an annual or
special meeting of stockholders of the Corporation
to serve as directors and only such business shall
be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance
with the procedures set forth in this Section 14.
Except as otherwise provided by law, the chairman
of the meeting shall have the power and duty (A)
to determine whether a nomination or any business
proposed to be brought before the meeting was made
or proposed, as the case may be, in accordance
with the procedures set forth in this Section 14
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(including whether the stockholder or beneficial
owner, if any, on whose behalf the nomination or
proposal is made solicited (or is part of a group
which solicited) or did not so solicit, as the
case may be, proxies in support of such
stockholder's nominee or proposal in compliance
with such stockholder's representation as required
by clause (a)(2)(C)(iv) of this Section 14) and
(B) if any proposed nomination or business was not
made or proposed in compliance with this Section
14, to declare that such nomination shall be
disregarded or that such proposed business shall
not be transacted. Notwithstanding the foregoing
provisions of this Section 14, if the stockholder
(or a qualified representative of the stockholder)
does not appear at the annual or special meeting
of stockholders of the Corporation to present a
nomination or business, such nomination shall be
disregarded and such proposed business shall not
be transacted, notwithstanding that proxies in
respect of such vote may have been received by the
Corporation.
(2) For purposes of this Section 14, "public
announcement" shall include disclosure in a press
release reported by the Dow Jones News Service,
Associated Press or comparable national news
service or in a document publicly filed by the
Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
Section 14, a stockholder shall also comply with
all applicable requirements of the Exchange Act
and the rules and regulations thereunder with
respect to the matters set forth in this Section
14. Nothing in this Section 14 shall be deemed to
affect any rights (A) of stockholders to request
inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the
Exchange Act or (B) of the holders of any series
of Preferred Stock to elect directors pursuant to
any express applicable provisions of the
certificate of incorporation.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the Nevada General
Corporation Law and any limitations in the Articles of
Incorporation and these Bylaws relating to action required to
be approved by the shareholders or by the outstanding shares,
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.
Without prejudice to these general powers, and subject to the
same limitations, the Board of Directors shall have the power
to:
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(a) Select and remove all officers, agents, and employees
of the corporation; prescribe any powers and duties
for them that are consistent with law, with the
Articles of Incorporation, and with these Bylaws; fix
their compensation; and require from them security
for faithful service.
(b) Change the principal executive office or the
principal business office in the State of Nevada from
one location to another; cause the corporation to be
qualified to do business in any other state,
territory, dependency, or country and conduct
business within or outside the State of Nevada; and
designate any place within or outside the State of
Nevada for holding any shareholders' meeting or
meetings, including Annual Meetings.
(c) Adopt, make, and use a corporate seal; prescribe the
forms of certificates of stock; and alter the form of
the seal and certificates.
(d) Authorize the issuance of shares of stock of the
corporation on any lawful terms, in consideration of
money paid, labor done, services actually rendered,
debts or securities canceled, or tangible or
intangible property actually received.
(e) Borrow money and incur indebtedness on behalf of the
corporation, and cause to be executed and delivered
for the corporation's purposes, in the corporate
name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations, and other
evidences of debt and securities.
Section 2. NUMBER OF DIRECTORS. The number of Directors shall be no fewer
than 1 nor more than 9. The exact number of authorized
Directors shall be 3 until changed, within the limits
specified above, by a Bylaw amending this section, duly
adopted by the Board of Directors, or the shareholders. The
maximum or minimum number of Directors cannot be changed, nor
can a fixed number be substituted for the maximum and minimum
numbers, except by a duly adopted amendment to the Articles of
Incorporation or by an amendment to these Bylaws duly adopted
by a majority of the outstanding shares entitled to vote.
However, once shares have been issued to more than 2
shareholders, an amendment that would reduce the authorized
number of Directors to a number fewer than 5 cannot be adopted
if the votes cast against its adoption at a shareholders'
meeting or the shares not consenting to an action by written
consent are equal to more than one-sixth (16-2/3%) of the
outstanding shares entitled to vote.
Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each Annual Meeting of the shareholders 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 elected and until a
successor has been elected and qualified.
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No reduction of the authorized number of Directors shall have
the effect of removing any Director before that Director's
term of office expires.
Section 4. VACANCIES. A vacancy in the Board of Directors shall be deemed
to exist: (a) if a Director dies, resigns, or is removed by
the shareholders or an appropriate court, as provided in NRS
78.335 and 78.345; (b) if the Board of Directors declares
vacant the office of a Director who has been convicted of a
felony or declared of unsound mind by an order of court; (c)
if the authorized number of Directors is increased; or (d) if
at any shareholders' meeting at which one or more Directors
are elected the shareholders fail to elect the full authorized
number of Directors to be voted for at that meeting.
Any Director may resign effective on giving written notice to
the Chair of the Board, the President, the Secretary, or the
Board of Directors, unless the notice specifies a later
effective date. If the resignation is effective at a future
time, the Board may elect a successor to take office when the
resignation becomes effective.
Except for a vacancy caused by the removal of a Director,
vacancies on the Board may be filled by approval of the Board
or, if the number of Directors then in office is less than a
quorum, by (1) the unanimous written consent of the Directors
then in office, (2) the affirmative vote of a majority of the
Directors then in office at a meeting held pursuant to notice
of waiver of notice complying with NRS 78.370 and 78.375, or
(3) a sole remaining Director. A vacancy on the Board caused
by the removal of a Director may be filled only by the
shareholders, except that a vacancy created when the Board
declares the office of a Director vacant as provided in clause
(b) of the first paragraph of this section of the Bylaws may
be filled by the Board of Directors.
The shareholders may elect a Director at any time to fill a
vacancy not filled by the Board of Directors.
The term of office of a Director elected to fill a vacancy
shall run until the next annual meeting of the shareholders,
and such a Director shall hold office until a successor is
elected an qualified.
Section 5. PLACE OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of the
Board of Directors may be held at any place within or outside
the State of Nevada as designated from time to time by the
Board. in the absence of a designation, regular meetings shall
be held at the principal executive office of the corporation.
Special meetings of the Board shall be held at any place
within or outside the State of Nevada designated in the notice
of the meeting, or if the notice does not state a place, or if
there is no notice, at the principal executive office of the
corporation. Any meeting, regular or special, may be held by
conference
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telephone or similar communication equipment, provided that
all Directors participating can hear one another.
Section 6. ANNUAL DIRECTORS' MEETING. Immediately after each annual
shareholders' meeting, the Board of Directors shall hold a
regular meeting at the same place, or at any other place that
has been designated by the Board of Directors, to consider
matters of organization, election of officers, and other
business as desired. Notice of this meeting shall not be
required unless some place other than the place of the annual
shareholders' meeting has been designated.
Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of
Directors shall be held without call at any times to be fixed
by the Board of Directors from time to time. Such regular
meetings may be held without notice.
Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called for any purpose or purposes at any time by the
Chair of the Board, the President, any Vice President, the
Secretary, or any 2 Directors.
Special meetings shall be held on 4 days' notice by mail or 48
hours' notice delivered personally or by telephone or
telegraph. Oral notice given personally or by telephone may be
transmitted either to the Director or to a person at the
Director's office who can reasonably be expected to
communicate it promptly to the Director. Written notice, if
used, shall be addressed to each Director at the address shown
on the corporation's records. The notice need not specify the
purpose of the meeting, nor need it specify the place if the
meeting is to be held at the principal executive offices of
the corporation.
Section 9. QUORUM. A majority of the authorized number of Directors shall
constitute a quorum for the transaction of business, except to
adjourn as provided in Section 11 of this Article III. 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.
Section 10. WAIVER OF NOTICE. Notice of a meeting, although otherwise
required, need not be given to any Director who (i) either
before or after the meeting signs a waiver of notice or a
consent to holding the meeting without being given notice;
(ii) signs an approval of the minutes of the meeting; or (iii)
attends the meeting without protesting the lack of notice
before at the beginning of the meeting. Waivers of notice or
consents need not specify the purpose of the meeting. All
waivers, consents, and approvals of the minutes shall be filed
with the corporate records or made a part of the minutes of
the meeting.
Section 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum
is present, a majority of the Directors present may adjourn
any meeting to another time or place.
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Section 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place of
resuming a meeting that has been adjourned need not be given
unless the adjournment is for more than 24 hours, in which
case notice shall be given, before the time set for resuming
the adjourned meeting, to the Directors who were not present
at the time of the adjournment. Notice need not be given in
any case to Directors who were present at the time of
adjournment.
Section 13. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by the Board of Directors may be taken without a
meeting, if all members of the Board of Directors individually
or collectively consent in writing to that action. Any action
by written consent shall have the same force and effect as a
unanimous vote of the Board of Directors. All written consents
shall be filed with the minutes of the proceedings of the
Board of Directors.
Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees of the Board may be compensated for their services,
and shall be reimbursed for expenses, as fixed or determined
by resolution of the Board of Directors. This section shall
not be construed to preclude any Director from serving the
corporation in any other capacity, as an officer, agent,
employee, or otherwise, and receiving compensation for those
services.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF THE BOARD. The board of Directors may, by
resolution adopted by a majority of the authorized number of
Directors, designate one or more committees, each consisting
of two or more Directors. The Board may designate one or more
Directors as alternate members of any committee, to replace
any absent member at a committee meeting. The appointment of
committee members or alternate members requires the vote of a
majority of the authorized number of Directors. A committee
may be granted any or all of the powers and authority of the
Board in the management of the business and affairs of the
corporation.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in
accordance with, Bylaw provisions applicable to meetings and
actions of the Board of Directors, as provided in Section 5
and Sections 7 through 13 of Article III of these Bylaws, as
to the following matters: place of meetings; regular meetings;
special meetings and notice; quorum; waiver of notice;
adjournment; notice of adjournment; and action without
meeting, with such changes in the context of these Bylaws as
are necessary to substitute the committee and its members for
the Board of Directors and its members, except that (a) the
time of regular meetings of committees may be determined
either by resolution of the Board of Directors or by
resolution of the committee; (b) special meetings of
committees may also be called by resolution of the Board of
Directors; and (c) notice of special meetings of
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committees shall also be given to all alternative members who
shall have the right to attend all meetings of the committee.
The Board of Directors may adopt rules for the governance of
any committee not inconsistent with these Bylaws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a
President, a Secretary, and a Treasurer. The corporation may
also have, at the discretion of the Board of Directors, a
Chair of the Board, one or more vice Presidents, one or more
Assistant Secretaries, a Chief Financial Officer, on or more
Assistant Treasurers, and such other officers as may be
appointed in accordance with Section 3 of this Article. Any
number of offices may be held by the same person.
Section 2. APPOINTMENT OF OFFICERS. The officers of the corporation,
except for subordinate officers appointed in accordance with
Section 3 of this Article V, shall be appointed by the Board
of Directors, and shall serve at the pleasure of the Board of
Directors.
Section 3. SUBORDINATE OFFICERS. The Board of Directors may appointment,
and may empower the chair to appoint other offices as required
by the business of the corporation, whose duties shall be as
provided in the Bylaws, or as determined from time to time by
the Board of Directors or the Chair.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the
Board of Directors may be removed at any time, with or without
cause or notice, by the Board of Directors. Subordinate
officers appointed by persons other than the Board under
Section 3 of the Article may be removed at any time, with or
without cause or notice, by the Board of Directors or by the
officer by whom appointed. Offices may be employed for a
specified term under a contract of employment if authorized by
the Board of Directors; such officers may be removed from
office at any time under this section, and shall have no claim
against the corporation or individual officers or Board
members because of the removal except any right to monetary
compensation to which the officer may be entitled under the
contract of employment.
Any officer may resign at any time by giving written notice to
the corporation. Resignations shall take effect on the date of
receipt of the notice, unless a later time is specified in the
notice. Unless otherwise specified in the notice, acceptance
of the resignation is not necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the
corporation to monetary damages under any contract of
employment to which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office resulting from
an officer's death, resignation, removal, disqualification, or
from any other cause shall be
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filled in the manner prescribed in these Bylaws for regular
election or appointment to that office.
Section 6. CHAIR OF THE BOARD. The Board of Directors may elect a Chair,
who shall preside, if present, at Board meetings and shall
exercise and perform such other powers and duties as may be
assigned from time to time by the Board of Directors.
Section 7. PRESIDENT. Except to the extent that the Bylaws or the Board
of Directors assign specific powers and duties to the Chair of
the Board (if any), the President shall be the corporation's
general manager and Chief Executive Officer and, subject to
the control of the Board of Directors, shall have general
supervision, direction, and control over the corporation's
business and its officers. The managerial powers and duties of
the President shall include, but are not limited to, all the
general powers and duties of management usually vested in the
office of President of a corporation, and the President shall
have other powers and duties as prescribed by the Board of
Directors of the Bylaws. The President shall preside at all
meetings of the shareholders and, in the absence of the Chair
of the Board or if there is no Chair of the Board, shall also
preside at meeting of the Board of Directors.
Section 8. CHAIR OF THE BOARD. The Chair of the Board, if such an officer
be elected, shall, if present, preside at meetings of the
Board of Directors and exercise and perform such other powers
and duties as may be from time to time assigned by the Board
of Directors or prescribed by the By-laws. If there is no
President, the Chair of the Board shall in addition be the
Chief Executive Officer of the corporation and shall have the
powers and duties prescribed in Section 7 of the Article V.
Section 9. VICE PRESIDENTS. If desired, on or more Vice Presidents may be
chosen by the Board of Directors in accordance with the
provisions for appointing officers set forth in Section 2 of
this Article V. In the absence of disability of the president,
the President's duties and responsibilities shall be carried
out by the highest ranking available Vice President if Vice
Presidents are ranked, or if not, by aVice President
designated by the Board of Directors. When so acting, a Vice
President shall have all the powers of and be subject to all
the restrictions on the President. Vice Presidents of the
corporation shall have such other powers and perform such
other duties as prescribed form time to time by the Board of
Directors, the Bylaws, or the President (or Chair of the Board
if there is no President).
Section 10. SECRETARY.
(a) Minutes. The Secretary shall keep, or cause to be
kept, minutes of all of the shareholders' meetings
and all other Board meetings. If the Secretary
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is unable to be present, the Secretary or the
presiding officer of the meeting shall designate
another person to take the minutes of the meeting.
The Secretary shall keep, or cause to be kept, at the
principal executive office or such other place as
designated by the Board of Directors, a Book of
Minutes of all meetings and actions of the
shareholders, of the Board of Directors, and of
committees of the Board. The minutes of each meeting
shall state the time and place the meeting was held;
whether it was regular or special; if special, how it
was called or authorized; the names of Directors
present at Board of committee meetings; the number of
shares present or represented at Shareholders'
meetings; an accurate account of the proceedings; and
when it was adjourned.
(b) Record of Shareholders. The Secretary shall keep, or
cause to be kept, at the principal executive office
or at the office of the transfer agent or registrar,
a record or duplicate record of shareholders. This
record shall show the names of all shareholders and
their addresses, the number and classes of shares
held by each, the number and date of share
certificates issued to each shareholder, and the
number and date of cancellation of any certificates
surrendered for cancellation.
(c) Notice of Meetings. The Secretary shall give notice,
or cause notice to be given, of all shareholders'
meetings, Board meetings, and meetings of committees
of the Board for which notice is required by statute
or by the Bylaws. If the Secretary of other person
authorized by the Secretary to give notice fails to
act, notice of any meeting may be given by any other
officer of the corporation.
(d) Other duties. The Secretary shall keep the seal of
the corporation, if any, in safe custody. The
Secretary shall have such other powers and perform
other duties as prescribed by the Board of Directors
or by the Bylaws.
Section 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep, or cause to be kept, adequate and correct books and
records of accounts of the properties and business
transactions of the corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings, and shares. The books of account
shall at all reasonable times be open to inspection by any
Director.
The Chief Financial Officer shall (1) deposit corporate funds
and other valuables in the corporation's name and to its
credit with depositaries designated by the Board of Directors;
(2) make disbursements of corporate funds as authorized by the
Board; (3) render a statement of the corporation's financial
condition and an account of all transactions conducted as
Chief Financial Officer whenever requested by the Chair, the
President or the Board of Directors; and (4) have other
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powers and perform other duties as prescribed by the Board of
Directors or the bylaws.
Unless the Board of Directors has elected a separate
Treasurer, the Chief Financial Officer shall be deemed to be
the treasurer for purposes of giving any reports or executing
any certificates or other documents.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this
Article, "agent" means any person who is or was a Director,
officer, employee, or other agent of this corporation, or who
is or was serving at the request of this corporation as a
Director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or
other enterprise, or who was a Director, officer, employee, or
agent of a foreign or domestic corporation that was a
predecessor corporation; "proceeding" means any threatened,
pending, or competed action or proceeding, whether civil,
criminal, administrative or investigative; and "expenses"
includes, without limitation, attorney fees and any expenses
of establishing a right to indemnification under Section 4 or
Section 5(d) of this Article VI.
Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation shall
have the power to indemnify any person who was or is a party,
or is threatened to be made a party, to any proceeding (other
than an action by or in the right of this corporation to
procure a judgment in its favor) by reason of the fact that
such person is or was an agent of this corporation, against
expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connecting with such
proceeding if that person acted in good faith and n a manner
that the person reasonably believed to be in the best
interests of this corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of
that person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent shall not, of itself, create
a presumption that the person did not act in good faith and in
a manner that the person reasonably believed to be in the best
interests of this corporation or that the person had
reasonable cause to believe that the person's conduct was not
unlawful.
Section 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. This
corporation shall have the power to indemnify any person who
was or is a party, or is a threatened to be made a party, to
any threatened, pending, or completed action by or in the
right of this corporation to procure a judgment in its favor
by reason of the fact that such person is or was an agent of
this corporation, against expenses actually and reasonably
incurred by such person in connection with the defense or
settlement of that action, if such person acted in good faith,
in a manner such
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person believed to be in the best interests of this
corporation and its shareholders. No indemnification shall be
made under this Section 3 for the following:
(a) With respect to any claim, issue, or matter as to
which such person has been adjudged to be liable to
this corporation in the performance of such person's
duty to the corporation and its shareholders, unless
and only to the extent that the court in which such
proceeding is or was pending shall determine on
application that, in view of all the circumstances of
the case, such person is fairly and reasonable
entitled to indemnity for expenses and then only to
the extent that the court shall determine;
(b) Amounts paid in settling or otherwise disposing of a
pending action without court approval; or
(c) Expenses incurred in defending a pending action that
is settled or otherwise disposed of without court
approval.
Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this corporation has been successful on the merits in defense
of any proceeding referred to in Section 2 or 3 of this
Article VI, or in defense of any claim, issue, or matter
therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection
therewith.
Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this
Article VI, any indemnification under this Section shall be
made by the corporation only if authorized in the specific
case, after a determination that indemnification of the agent
is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Section 2 or 3 by
one of the following:
(a) A majority vote of a quorum consisting of Directors
who are not parties to such proceeding;
(b) Independent legal counsel in a written opinion if a
quorum of Directors who are not parties to such a
proceeding is not available;
(c) (i) The affirmative vote of a majority of shares of
this corporation entitled to vote represented
at a duly held meeting at which a quorum is
present; or
(ii) the written consent of holders of a majority
of the outstanding shares entitled to vote
(for purposes of this subsection 5(c), the
shares owned by the person to be indemnified
shall not be considered outstanding or
entitled to vote thereon); or
(d) The court in which the proceeding is or was pending,
on application made by this corporation or the agent
or the attorney or other person rendering
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services in connection with the defense, whether or
not such application by the agent, attorney, or other
person is opposed by this corporation.
Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by the corporation before the final
disposition of such proceeding on receipt of an undertaking by
or on behalf of the agent to repay such amounts if it shall be
determined ultimately that the agent is not entitled to be
indemnified as authorized in this Article VI. By unanimous
vote of all Directors, other than a Director who may be a
party to such proceeding, this provision requiring an
undertaking may be waived; provided, however, that such waiver
shall not relieve the agent of liability.
Section 7. OTHER CONTRACTURAL RIGHTS. The indemnification provided by
this Article VI shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled
under any Bylaw, agreement, vote of shareholders or
disinterested Directors, or otherwise both as to action in an
official capacity and as to action in another capacity while
holding such office, to the extent such additional rights to
indemnification are authorized in the articles of the
corporation. Nothing in this section shall affect any right to
indemnification to which persons other than such Directors and
officers may be entitled by contract or otherwise.
Section 8. LIMITATIONS. No indemnification or advance shall be made
under this Article VI, except as provided in Section 4 or
Section 5(d), in any circumstance if it appears:
(a) That it would be inconsistent with a provision of the
articles, Bylaws, a resolution of the shareholders,
or an agreement in effect at the time of the accrual
of the alleged cause of action asserted in the
proceeding in which expenses were incurred or other
amounts were paid, which prohibits or otherwise
limits indemnification; or
(b) That it would be inconsistent with any condition
expressly imposed by a court in approving settlement.
Section 9. INSURANCE. This corporation may purchase and maintain
insurance on behalf of any agent of the corporation insuring
against any liability asserted against or incurred by the
agent in that capacity or arising out of the agent's status as
such, whether or not this corporation would have the power to
indemnify the agent against that liability under the
provisions of this Article VI.
Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article
VI does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of an employee benefit
plan in that person's capacity as such, even though that
person may also be an agent of the corporation. The
corporation shall have the power to indemnify, and to purchase
and maintain insurance on behalf of
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any such trustee, investment manager, or other fiduciary of
any benefit plan for any or all of the Directors, officers,
and employees of the corporation or any of its subsidiary of
affiliated corporations.
Section 11. SURVIVAL OF RIGHTS. The rights provided by this Article VI
shall continue for a person who has ceased to be an agent and
shall inure to the benefit of the heirs, executors, and
administrators of such person.
Section 12. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of
this Article VI shall not adversely affect an agent's right or
protection existing at the time of such amendment, repeal, or
modification.
Section 13. SETTLEMENT OF CLAIMS. The corporation shall not be liable to
indemnify any agent under this Article VI for (a) any amounts
paid in settlement of any action or claim effected without the
corporation's written consent, which consent shall not be
unreasonably withheld or (b) any judicial award, if the
corporation was not given a reasonable and timely opportunity
to participate, at its expense, in the defense of such action.
Section 14. SUBROGATION. In the event of payment under this Article VI,
the corporation shall be subrogated to the extent of such
payment to all of the rights of recovery of the agent, who
shall execute all papers required and shall do everything that
may be necessary to secure such rights, including the
execution of such documents as may be necessary to enable the
corporation effectively to bring suit to enforce such rights.
Section 15. NO DUPLICATION OF PAYMENTS. The corporation shall not be
liable under this Article VI to make any payment in connection
with any claim made against the agent to the extent the agent
has otherwise actually received payment, whether under a
policy of insurance, agreement, vote, or otherwise, of the
amounts otherwise indemnifiable under this Article.
ARTICLE VII
RECORDS AND REPORTS
Section 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTIN BY
SHAREHOLDERS. The corporation shall keep at its principal
executive office or at the office of its transfer agent or
registrar, as determined by resolution of the Board of
Directors, a record of the names and addresses of all
shareholder and the number and class of shares held by each
shareholder, a copy certified by the Secretary of State of the
corporation's Articles of Incorporation and all amendments
thereto, and a copy certified by an officer of the corporation
of its bylaws and all amendments thereto.
Any person who has been a stockholder of record for at least 6
months immediately preceding his or her demand, or any
shareholder or shareholders
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holding at least 5 percent in the aggregate of the outstanding
voting shares of the corporation shall have the right to
inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business hours, on
five days' prior written demand on the corporation.
Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall
keep at its principal executive office, or if its principal
executive office is not in the State of Nevada, at its
principal business office in this state, a copy certified by
an officer of the corporation of the Bylaws as amended to
date, which shall be open to inspection by the shareholders at
all reasonable times during office hours. If the principal
executive office of the corporation is outside the State of
Nevada and the corporation has no principal business office in
this state, the Secretary shall, on the written request of any
shareholder, furnish to that shareholder a copy of the Bylaws
as amended to date.
Section 3. MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS.
The minutes of proceedings of the shareholders, Board of
Directors, and committees of the Board, and the accounting
books and records, shall be kept at the principal executive
office of the corporation, or at such other place or places as
designated by the Board of Directors. The minutes shall be
kept in written form, and the accounting books and records
shall be kept either in written form or in a form capable of
being converted into written form. The minutes and accounting
books and records shall be open to inspection on the written
demand of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business
hours, for a purpose reasonably related to the holder's
interests as a shareholder or holder of a voting trust
certificate. The inspection may be made in person or by an
agent or attorney, and shall include the right to copy and
made extracts. These rights of inspection shall extend to the
records of each subsidiary of the corporation.
Section 4. INSPECTION BY DIRECTORS. 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.
Section 5. ANNUAL REPORT TO SHAREHOLDERS. The Board of Directors shall
cause an annual report to be sent to the shareholders not
later than 120 days after the close of the fiscal year adopted
by the corporation. This report shall be sent at least 15 days
(if third-class mail is used, 35 days) before the annual
meeting of shareholders to be held during the next fiscal year
and in the manner specified for giving notice to shareholders
in Section 5 of Article II of these Bylaws. The annual report
shall contain a balance sheet as of the end of the fiscal year
and an income statement and a statement of cash flows for the
fiscal year prepared in accordance with generally accepted
accounting principles applied on a consistent
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basis and accompanied by any report of independent
accountants, or, if there is no such report, the certificate
of an authorized officer of the corporation that the
statements were prepared without audit from the corporation's
books and records.
Section 6. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long
as, there are fewer than 100 shareholders, the requirement of
an annual report to shareholders referred to in Section 5 is
expressly waived. However, nothing in this provision shall be
interpreted as prohibiting the Board of Directors from issuing
annual or other periodic reports to the shareholder on demand.
Section 7. FINANCIAL STATEMENTS. The corporation shall keep a copy of
each annual financial statement, quarterly or other periodic
income statement, and accompanying balance sheets prepared by
the corporation on file in the corporation's principal
executive office for 12 months; these documents shall be
exhibited at all reasonable times, or copies provided, to any
shareholder on demand.
If no annual report for the last fiscal year has been sent to
shareholders, on written request of any shareholder made more
than 120 days after the close of the fiscal year the
corporation shall deliver or mail to the shareholder, within
30 days after receipt of the request, a balance sheet as of
the end of that fiscal year and an income statement and
statement of cash flows for that fiscal year.
A shareholder or shareholders holding 5 percent or more of the
outstanding shares of any class of stock of the corporation
may request in writing an income statement for the most recent
three-month, six-month, or nine-month period (ending more than
30 days before the date of the request) of the current fiscal
year, and a balance sheet of the corporation as of the end of
that period. If such documents are not already prepared, the
chief financial officer shall cause them to be prepared and
shall deliver the documents personally or mail them to the
requesting shareholders within 30 days after receipt off the
request. A balance sheet, income statement, and statement of
cash flows for the last fiscal year shall also be included,
unless the corporation has sent the shareholders an annual
report for the last fiscal year.
Quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of
independent accountants engaged by the corporation or the
certification of an authorized corporate officer stating that
the financial statements were prepared without audit from the
corporation's books and records.
Section 8. ANNUAL STATEMENT OF GENERAL INFORMATION.
(a) Every year, during the calendar month in which the
original Articles of Incorporation were filed with
the Nevada Secretary of State, the corporation shall
file a statement with the Secretary of State on the
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prescribed form, setting forth the authorized number
of Directors; the names and complete business or
residence addresses of all incumbent Directors; the
names and complete business or residence addresses of
the President, the Secretary, and the Treasurer; the
street address of the corporation's principal
executive office or principal business office in this
state; a statement of the general type of business
constituting the principal business activity of the
corporation; and a designation of the agent of the
corporation for the purposes of process.
(b) Notwithstanding the provisions of paragraph (a) of
this section, if there has been no change in the
information in the corporation's last annual
statement on file in the Secretary of State's office,
the corporation may, in lieu of filing the annual
statement described in paragraph (a) of this section,
advise the Secretary of State, on the appropriate
form, that no changes in the required information
have occurred during the applicable period.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For
purposes of determining the shareholders entitled to receive
payment of dividends or other distributions or allotment of
rights, or entitled to exercise any rights in respect of any
other lawful action (other than voting at and receiving notice
of shareholders' meetings and giving written consent of the
shareholders without a meeting), the Board of Directors may
fix in advance a record date, which shall be not more than 60
nor less than 10 days before the date of the dividend payment,
distribution, allotment, or other action. If a record date is
so fixed, only shareholders of record at the close of business
on that date shall be entitled to receive the dividend,
distribution, or allotment of rights, or to exercise the other
rights, as the case may be, notwithstanding any transfer of
shares on the corporation's books after the record date,
except as otherwise provided by statute.
If the Board of Directors does not so fix a record date in
advance, the record date shall be at the close of business on
the later of (1) the day on which the Board of Directors
adopts the applicable resolution or (2) the 60th day before
the date of the dividend payment, distribution, allotment of
rights, or other action.
Section 2. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, other
orders for payment of money, notes, or other evidences of
indebtedness issued in the name of or payable to the
corporation shall be signed or endorsed by such person or
persons and in such manner authorized from time to time by
resolution of the Board of Directors.
Section 3. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Except as
otherwise provided in the articles or in these Bylaws, the
Board of Directors by
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resolution may authorize any officer, officers, agent, or
agents to enter into any contract or to execute any instrument
in the name of and on behalf of the corporation. This
authority may be general or it may be confined to one or more
specific matters. no officer, agent, employee or other person
purporting to act on behalf of the corporation shall have any
power or authority to bind the corporation in any way, to
pledge the corporation's credit, or to render the corporation
liable for any purpose or in any amount, unless that person
was acting with authority duly granted by the Board of
directors as provided in these Bylaws, or unless an
unauthorized act was later ratified by the corporation.
Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued
to each shareholder when any of the shares are fully paid.
In addition to certificates for fully paid shares, the Board
of directors may authorize the issuance of certificates for
shares that are partly paid and subject to call for the
remainder of the purchase price, provided that the
certificates representing partly paid shares shall state the
total amount of the consideration to be paid for the shares
and the amount actually paid.
All certificates shall certify the number of shares and the
class or series of shares represented by the certificate all
certificates shall be signed in the name of the corporation by
(1) either by the chair of the board of Directors, the vice
Chair of the Board of directors, the president, or any Vice
President, and (2) either the Chief Financial Officer, any
assistant Treasurer, the Secretary, or any Assistant
Secretary.
Any or all of the signatures on the certificate may be
facsimile. If any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that officer, transfer
agent, or registrar before that certificate is issued, the
certificate may be issued by the corporation with the same
effect as if that person were an officer, transfer agent, or
registrar at the date of issue.
Section 5. LOST CERTIFICATES. except as provided in this Section 5, no
new certificates for shares shall be issued to replace old
certificates unless the old certificate is surrendered to the
corporation for cancellation at the same time. If share
certificates or certificates for any other security have been
lost, stolen, or destroyed, the Board of Directors may
authorize the issuance of replacement certificates on terms
and conditions as required by the board, which may include a
requirement that the owner give the corporation a bond (or
other adequate security) sufficient to indemnify the
corporation against any claim that may be made against it
(including any expense or liability) on account of the alleged
loss, theft, or destruction of the old certificate or the
issuance of the replacement certificate.
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Section 6. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other
corporations standing in the name of this corporation shall be
voted by one of the following persons, listed in order of
preference:
(1) chair of the Board, or person designated by the chair of
the Board; (2) President, or person designated by the
President; (3) First Vice President, or person designated by
the First Vice President; (4) other person designated by the
Board of Directors.
The authority to vote shares granted by this section includes
the authority to execute a proxy in the name of the
corporation for purposes of voting the shares.
Section 7. REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE. If
all or part of the compensation, including expenses, paid by
the corporation to a Director, officer, employee, or agent is
finally determined not to be allowable to the corporation as a
federal or state income tax deduction, the Director, officer,
employee or agent to whom the payment was made shall repay to
the corporation the amount disallowed. The Board of Directors
shall enforce repayment of each such amount disallowed by the
taxing authorities.
Section 8. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and
definitions in NRS78.010 through 78.795 shall govern the
construction of these Bylaws. Without limiting the generality
of this provision, the singular number includes the plural,
the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written
consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the Articles of
Incorporation of the corporation set forth the number of
authorized Directors of the corporation, the authorized number
of Directors may be changed only by an amendment of the
Articles of Incorporation.
Section 2. POWERS OF DIRECTORS. Subject to the right of the Shareholders
to adopt, amend or repeal Bylaws, as provided in Section 1 of
this Article IX, the Board of Directors may adopt, amend, or
repeal any of these Bylaws other than a Bylaw or amendment
thereof changing the authorized number of Directors.
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I, the undersigned Secretary of Cirond Corporation, hereby certify that these
are the approved and adopted bylaws of the Corporation, as amended through this
date.
Executed this 17th day of December, 2004 /s/ ISAAC MOSS
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Isaac Moss, Secretary
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