Exhibit 3.8
BY-LAWS
OF
PSS INVESTMENT II, INC.
ARTICLE I
MEETINGS OF SHAREOWNERS
Annual meetings of shareowners shall be held at such hour and on such
date as the board of directors may determine.
All meetings of shareowners (including the annual meetings) shall be
held at such place either within or without the State of Nevada as shall be
determined by the board of directors.
ARTICLE II
DIRECTORS
Section 1. The number of directors shall be not more than five or less
than one.
Section 2. 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 as are not by statute, the articles of
incorporation, or by these by-laws directed or required to be exercised or done
by the shareowners.
ARTICLE III
ACTION WITHOUT MEETING
Any action required or permitted to be taken by the board of directors
at a meeting may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all directors.
ARTICLE IV
OFFICERS
The officers of the Corporation shall be elected by the board of
directors and shall consist of a president, a treasurer and a secretary and such
other officers as the board of directors may deem necessary and proper.
The officers shall have the power and duty to see that all orders and
resolutions of the board of directors are carried into effect.
ARTICLE V
INDEMNIFICATION
Section 1. The Corporation shall indemnify its directors, officers,
employees or agents to the maximum extent permitted by law. Each provision in
this Article shall be interpreted in accordance with that intent.
Section 2. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was
unlawful.
Section 3. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including amounts paid in settlement and attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation. No
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged by a court of competent jurisdiction
after exhaustion of all appeals therefrom, to be liable to the Corporation or
for amounts paid in settlement to the Corporation, unless and only to the extent
that the court in which such action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 4. Any indemnification under Sections 2 and 3 of this Article
(unless ordered by a court or advanced pursuant to Section 5) shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances. Such determination must be made (a) by the shareowners; (b)
by the board of directors by a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding; (c) if such a quorum of
disinterested directors so or-
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ders, by independent legal counsel in a written opinion; or (d) if such a quorum
of disinterested directors cannot be obtained, by independent legal counsel in a
written opinion.
Section 5. Expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the Corporation as
they are incurred and in advance of the final disposition of such action, suit
or proceeding as authorized by the board of directors in the specific case upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the Corporation. The
provisions of this Section 5 do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may be entitled
under any contract or otherwise by law.
Section 6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this Article, (a) shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
the certificate or articles of incorporation or any by-laws, agreement, vote of
shareowners or disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding such office,
except that indemnification, unless ordered by a court pursuant to Section 3 of
this Article or for the advancement of expenses made pursuant to Section 5, may
not be made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to the cause of action, and (b)
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and liability and expenses incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability under the provisions of this Article.
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