Exhibit 3.113
BYLAWS
OF
MERCY, INC.
(Formerly Mercy Medical Supply, Inc.)
ARTICLE I
STOCKHOLDERS
Section 1.01 Annual Meeting. The annual meeting of the stockholders of the
corporation shall be held at 10:00 o'clock A.M. on the 1st Tuesday of October in
each year, but if such date is a legal holiday then on the next succeeding
business day for the purpose of electing directors of the corporation to serve
during the ensuing year and for the transaction of such other business as may
properly come before the meeting. If the election of the directors is not held
on the day designated herein for any annual meeting of the stockholders, or at
any adjournment thereof, the president shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as is convenient.
Section 1.02 Special Meetings. Special meetings of the stockholders may be
called by the president or the Board of Directors and shall be called by the
president at the written request of the holders of not less than 51% of the
issued and outstanding voting shares of capital stock of the corporation.
All business lawfully to be transacted by the stockholders may be transacted at
any special meeting or at any adjournment thereof. However, no business shall be
acted upon at a special meeting except that referred to in the notice calling
the meeting, unless all of the outstanding capital stock of the corporation is
represented either in person or by proxy. Where all of the capital stock is
represented, any lawful business may be transacted and the meeting shall be
valid for all purposes.
Section 1.03 Place of Meetings. Any meeting of the stockholders of the
corporation may be held at its principal office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by the stockholders entitled to vote may
designate any place for the holding of such meeting.
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all stockholders of record written
or printed notice of any meeting at least ten (10) days, but not more than sixty
(60) days, before the date of such meeting; which notice shall state the place,
date, and time of the meeting, the general nature of the business to be
transacted, and, in the case of any meeting at which directors are to be
elected, the names of nominees, if any, to be presented for election.
(b) In the case of any meeting, any proper business may be presented for action,
except that the following items shall be valid only if the general nature of the
proposal is stated in the notice or written waiver of notice:
(1) Action with respect to any contract or transaction between the corporation
and one or more of its directors or officers or another firm, association, or
corporation in which one or more of its directors or officers has a material
financial interest;
(2) Adoption of amendments to the Articles of Incorporation; or
(3) Action with respect to the merger, consolidation, reorganization, partial or
complete liquidation, or dissolution of the corporation.
(c) The notice shall be personally delivered or mailed by first class mail to
each stockholder of record at the last known address thereof, as the same
appears on the books of the corporation, and the giving of such notice shall be
deemed delivered the date the same is deposited in the United States mail,
postage prepaid. If the address of any stockholder does not appear upon the
books of the corporation, it will be sufficient to address any notice to such
stockholder at the principal office of the corporation.
(d) The written certificate of the person calling any meeting, duly sworn,
setting forth the substance of the notice, the time and place the notice was
mailed or personally delivered to the stockholders, and the addresses to which
the notice was mailed shall be prima facie evidence of the manner and fact of
giving such notice.
Section 1.05 Waiver of Notice. If all of the stockholders of the corporation
shall waive notice of a meeting, no notice shall be required, and, whenever all
of the stockholders shall meet in person or by proxy, such meeting shall be
valid for all purposes without call or notice, and at such meeting any corporate
rate action may be taken.
Section 1.06 Determination of Stockholders of Record.
(a) The Board of Directors may at any time fix a future date as a record date
for the determination of the stockholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
other lawful action. The record date so fixed shall not be more than sixty (60)
days prior to the date of such meeting nor more than sixty (60) days prior to
any other action. When a record date is so fixed, only stockholders of record on
that date are entitled to notice of and to vote at the meeting or to receive the
dividend, distribution or allotment of rights, or to exercise their rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
(b) If no record date is fixed by the Board of Directors, then (1) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if
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notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to give consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors is necessary, shall be the day on
which written consent is given; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto, or the
sixtieth (60th) day prior to the date of such other action, whichever is later.
Section 1.07 Quorum; Adjourned Meetings.
(a) At any meeting of the stockholders, a majority of the issued and outstanding
voting shares of the corporation represented in person or by proxy, shall
constitute a quorum.
(b) If less than a majority of the issued and outstanding voting shares are
represented, a majority of shares so represented may adjourn from time to time
at the meeting, until holders of the amount of stock required to constitute a
quorum shall be in attendance. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted as originally called. When a stockholder's meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, unless the adjournment is for more than ten (10) days in which event
notice thereof shall be given.
Section 1.08 Voting.
(a) Each stockholder of record, or such stockholder's duly authorized proxy or
attorney-in-fact shall be entitled to one (1) vote for each share of voting
stock standing registered in such stockholder's name on the books of the
corporation on the record date.
(b) Except as otherwise provided herein, all votes with respect to shares
standing in the name of an individual on the record date (included pledged
shares) shall be cast only by that individual or such individual's duly
authorized proxy or attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased stockholder, guardian, conservator,
custodian or trustee, votes may be cast by such holder upon proof of capacity,
even though the shares do not stand in the name of such holder. In the case of
shares under the control of a receiver, the receiver may cast votes carried by
such shares even though the shares do not stand in the name of the receiver
provided that the order of the court of competent jurisdiction which appoints
the receiver contains the authority to cast votes carried by such shares. If
shares stand in the name of a minor, votes may be cast only by the duly
appointed guardian of the estate of such minor if such guardian has provided the
corporation with written notice and proof of such appointment.
(c) With respect to shares standing in the name of a corporation on the record
date, votes may be cast by such officer or agent as the bylaws of such
corporation prescribe or, in the absence of an applicable bylaw provision, by
such person as may be appointed by resolution of the Board of Directors of such
corporation. In the event no person is so appointed, such votes of the
corporation may be cast by any person (including the officer making the
authorization)
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authorized to do so by the Chairman of the Board of Directors, President or any
Vice-President of such corporation.
(d) Notwithstanding anything to the contrary herein contained, no votes may be
cast by shares owned by this corporation or its subsidiaries, if any. If shares
are held by this corporation or its subsidiaries, if any, in a fiduciary
capacity, no votes shall be cast with respect thereto on any matter except to
the extent that the beneficial owner thereof possesses and exercises either a
right to vote or to give the corporation holding the same binding instructions
on how to vote.
(e) With respect to shares standing in the name of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, husband
and wife as community property, tenants by the entirety, voting trustees,
persons entitled to vote under a stockholder voting agreement or otherwise and
shares held by two or more persons (including proxy holders) having the same
fiduciary relationship respect in the same shares, votes may be cast in the
following manner:
(1) If only one such person votes, the vote of such person binds all.
(2) If more than one person casts votes, the act of the majority so voting binds
all.
(3) If more than one person casts votes, but the vote is evenly split on a
particular matter, the votes shall be deemed cast proportionately, as split.
(f) Any holder of shares entitled to vote on any matter may cast a portion of
the votes in favor of such matter and refrain from casting the remaining votes
or cast the same against the proposal, except in the case of elections of
directors. If such holder entitled to vote fails to specify the number of
affirmative votes, it will be conclusively presumed that the holder is casting
affirmative votes with respect to all shares held.
(g) If a quorum is present, the affirmative vote of holders of a majority of the
voting shares represented at the meeting and entitled to vote on any matter
shall be the act of the stockholders, unless a vote of greater number or voting
by classes is required by the laws of the State of Nevada, the Articles of
Incorporation or these Bylaws.
Section 1.09 Proxies. At any meeting of stockholders, any holder of shares
entitled to vote may authorize another person or persons to vote by proxy with
respect to the shares held by an instrument in writing and subscribed to by the
holder of such shares entitled to vote. No proxy shall be valid after the
expiration of six (6) months from the date of execution thereof, unless coupled
with an interest or unless otherwise specified in the proxy. In no event shall
the term of a proxy exceed seven (7) years from the date. of its execution.
Every proxy shall continue in full force and effect until its expiration or
revocation. Revocation may be effected by filing an instrument revoking the same
or a duly executed proxy bearing a later date with the secretary of the
corporation.
Section 1.10 Order of Business. At the annual stockholder's meeting, the regular
order of business shall be as follows:
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1. Determination of stockholders present and existence of quorum;
2. Reading and approval of the minutes of the previous meeting or meetings;
3. Reports of the Board of Directors, the president, treasurer and secretary
of the corporation, in the order named;
4. Reports of committees;
5. Election of directors;
6. Unfinished business;
7. New business;
8. Adjournment.
Section 1.11 Absentees Consent to Meetings. Transactions of any meeting of the
stockholders are as valid as though had at a meeting duly held after regular
call and notice if a quorum is present, either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy (and those who, although present, either object at
the beginning of the meeting to the transaction of any business because the
meeting has not been lawfully called or convened or expressly object at the
meeting to the consideration of matters not included in the notice which are
legally required to be included therein), signs a written waiver of notice
and/or consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such 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 not included in the notice if such objection is
expressly made at the beginning. Neither the business to be transacted at nor
the purpose of any regular or special meeting of stockholders need be specified
in any written waiver of notice, except as otherwise provided in Section 1.04(b)
of these Bylaws.
Section 1.12 Action Without Meeting. Any action, except the election of
directors, which may be taken by the vote of the stockholders at a meeting may
be taken without a meeting if consented to by the holders of a majority of the
shares entitled to vote or such greater proportion as may be required by the
laws of the State of Nevada, the Articles of Incorporation, or these Bylaws.
Whenever action is taken by written consent, a meeting of stockholders need not
be called or noticed.
Section 1.13 Telephonic Meetings. Meetings of the stockholders may be held
through the use of a conference telephone or similar communications equipment so
long as all members
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participating in such meeting can hear one another at the time of such meeting.
Participation in such a meeting constitutes presence in person at such meeting.
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure, and Qualifications. Except as otherwise provided
herein, the Board of Directors of the corporation shall consist of at least
three persons, who shall be elected at the annual meeting of the stockholders of
the corporation and who shall hold office for one (1) year or until his or her
successor or successors are elected and qualify. If, at any time, the number of
stockholders of the corporation is less than three (3), the Board of Directors
may consist of fewer persons, but shall not be less than the number of
stockholders. A director need not be a stockholder of the corporation.
Section 2.02 Resignation. Any director may resign effective upon giving written
notice to the chairman of the Board of Directors, the president, or the
secretary of the corporation, unless the notice specifies a later time for
effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board or
the stockholders may elect a successor to take office when the resignation
becomes effective.
Section 2.03 Change In Number. Subject to the limitations in the laws of the
State of Nevada, the Articles of Incorporation or Section 2.01 of these Bylaws,
the number of directors may be changed from time to time by resolution adopted
by the Board of Directors.
Section 2.04 Reduction in Number. No reduction of the number of directors shall
have the effect of removing any director prior to the expiration of his term of
office.
Section 2.05 Removal.
(a) The Board of Directors of the corporation, by majority vote, may declare
vacant the office of a director who has been declared incompetent by an order of
a court of competent jurisdiction or convicted of a felony.
(b) The stockholders of the corporation, by majority vote, may remove a director
with or without cause.
Section 2.06 Vacancies.
(a) A vacancy in the Board of Directors because of death, resignation, removal,
change in number of directors, or otherwise may be filled by the stockholders at
any regular or special meeting or any adjourned meeting thereof (but not by
written consent) or the remaining director(s) by the affirmative vote of a
majority thereof. Each successor so elected shall hold office until the next
annual meeting of stockholders or until a successor shall have been duly elected
and qualified.
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(b) If, after the filling of any vacancy by the directors, the directors then in
office who have been elected by the stockholders shall constitute less than a
majority of the directors then in office, any holder or holders of an aggregate
of five percent (5%) or more of the total number of shares entitled to vote may
call a special meeting of stockholders to be held to elect the entire Board of
Directors. The term of office of any director shall terminate upon such election
of a successor.
Section 2.07 Regular Meetings. Immediately following the adjournment of, and at
the same place as, the annual meeting of the stockholders, the Board of
Directors, including directors newly elected, shall hold its annual meeting
without notice, other than this provision, to elect officers of the corporation
and to transact such further business as may be necessary or appropriate. The
Board of Directors may provide by resolution the place, date, and hour for
holding additional regular meetings.
Section 2.08 Special Meetings. Special meetings of the Board of Directors may be
called by the chairman and shall be called by the chairman upon the request of
any two (2) directors or the president of the corporation.
Section 2.09 Place of Meetings. Any meeting of the directors of the corporation
may be held at its principal office in the State of Nevada or at such other
place in or out of the United States as the Board of Directors may designate. A
waiver of notice signed by the directors may designate any place for the holding
of such meeting.
Section 2.10 Notice of Meetings. Except as otherwise provided in Section 2.07,
the chairman shall deliver to all directors written or printed notice of any
special meeting, at least 48 hours before the time of such meeting, by delivery
of such notice personally or mailing such notice first class mail or by
telegram. If mailed, the notice shall be deemed delivered two (2) business days
following the date the same is deposited in the United States mail, postage
prepaid. Any director may waive notice of any meeting, and the attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
unless such attendance is for the express purpose of objecting to the
transaction of business there at because the meeting is not properly called or
convened.
Section 2.11 Quorum; Adjourned Meetings.
(a) A majority of the Board of Directors in office shall constitute a quorum.
(b) At any meeting of the Board of Directors where a quorum is not present, a
majority of those present may adjourn, from time to time, until a quorum is
present, and no notice of such adjournment shall be required. At any adjourned
meeting where a quorum is present, any business may be transacted which could
have been transacted at the meeting originally called.
Section 2.12 Action without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if a written consent thereto is signed by all of the
members of the Board of Directors or of such committee. Such written consent or
consents shall be filed with the minutes of the proceedings
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of the Board of Directors or committee. Such action by written consent shall
have the same force and effect as the unanimous vote of the Board of Directors
or committee.
Section 2.13 Telephonic Meetings. Meetings of the Board of Directors may be held
through the use of a conference telephone or similar communications equipment so
long as all members participating in such meeting can hear one another at the
time of such meeting. Participation in such a meeting constitutes presence in
person at such meeting.
Section 2.14 Board Decisions. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 2.15 Powers and Duties.
(a) Except as otherwise provided in the Articles of Incorporation or the laws of
the State of Nevada, the Board of Directors is invested with the complete and
unrestrained authority to manage the affairs of the corporation, and is
authorized to exercise for such purpose as the general agent of the corporation,
its entire corporate authority in such manner as it sees fit. The Board of
Directors may delegate any of its authority to manage, control or conduct the
current business of the corporation to any standing or special committee or to
any officer or agent and to appoint any persons to be agents of the corporation
with such powers, including the power to subdelegate, and upon such terms as may
be deemed fit.
(b) The Board of Directors shall present to the stockholders at annual meetings
of the stockholders, and when called for by a majority vote of the stockholders
at a special meeting of the stockholders, a full and clear statement of the
condition of the corporation, and shall, at request, furnish each of the
stockholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or any
special meeting properly called for the purpose of considering any such contract
or act, provided a quorum is present. The contract or act shall be valid and
binding upon the corporation and upon all the stockholders thereof, if approved
and ratified by the affirmative vote of a majority of the stockholders at such
meeting.
Section 2.16 Compensation. The directors shall be allowed and paid all necessary
expenses incurred in attending any meetings of the Board, but shall not receive
any compensation for their services as directors until such time as the
corporation is able to declare and pay dividends on its capital stock.
Section 2.17 Board Officers.
(a) At its annual meeting, the Board of Directors shall elect, from among its
members, a chairman to preside at meetings of the Board of Directors. The Board
of Directors may also elect such other board officers and for such term as it
may from time to time, determine advisable.
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(b) Any vacancy in any board office because of death, resignation, removal or
otherwise may be filled by the Board of Directors for the unexpired portion of
the term of such office.
Section 2.18 Order of Business. The order of business at any meeting of the
Board of Directors shall be as follows:
1. Determination of members present and existence of quorum;
2. Reading and approval of the minutes of any previous meeting or meetings;
3. Reports of officers and committeemen;
4. Election of officers (annual meeting);
5. Unfinished business;
6. New business;
7. Adjournment.
ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first meeting following
the annual meeting of stockholders, shall elect a president, a secretary and a
treasurer to hold office for one (1) year next coming and until their successors
are elected and qualify. Any person may hold two or more offices. The Board of
Directors may, from time to time, by resolution, appoint one or more
vice-presidents, assistant secretaries, assistant treasurers and transfer agents
of the corporation as it may deem advisable; prescribe their duties; and fix
their compensation.
Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by
the Board of Directors may be removed by it with or without cause. Any officer
may resign at any time upon written notice to the corporation without prejudice
to the rights, if any, of the corporation under any contract to which the
resigning officer is a party.
Section 3.03 Vacancies. Any vacancy in any office because of death, resignation,
removal or otherwise may be filled by the Board of Directors for the unexpired
portion of the term of such office.
Section 3.04 President. The president shall be the general manager and executive
officer of the corporation, subject to the supervision and control of the Board
of Directors, and shall direct the corporate affairs, with full power to execute
all resolutions and orders of the Board of Directors not especially entrusted to
some other officer of the corporation. The president shall preside at all
meetings of the stockholders and shall perform such other duties as shall be
prescribed by the
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Board of Directors.
Unless otherwise ordered by the Board of Directors, the president shall have
full power and authority on behalf of the corporation to attend and to act and
to vote at any meetings of the stockholders of any corporation in which the
corporation may hold stock and, at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership of such stock.
The Board of Directors, by resolution from time to time, may confer like powers
on any person or persons in place of the president to represent the corporation
for these purposes.
Section 3.05 Vice-President. The Board of Directors may elect one or more
vice-presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the vice-president shall perform such other duties as shall be prescribed by
he Board of Directors.
Section 3.06 Secretary. The secretary shall keep the minutes of all meetings of
the stockholders and the Board of Directors in books provided for that purpose.
The secretary shall attend to the giving and service of all notices of the
corporation, may sign with the president in the name of the corporation all
contracts authorized by the Board of Directors or appropriate committee, shall
have the custody of the corporate seal, shall affix the corporate seal to all
certificates of stock duly issued by the corporation, shall have charge of stock
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors or appropriate committee may direct, and shall,
in general, perform all duties incident to the office of the secretary. All
corporate books kept by the secretary shall be open for examination by any
director at any reasonable time.
Section 3.07 Assistant Secretary. The Board of Directors may appoint an
assistant secretary who shall have such powers and perform such duties as may be
prescribed for him by the secretary of the corporation or by the Board of
Directors.
Section 3.08 Treasurer. The treasurer shall be the chief financial officer of
the corporation, subject to the supervision and control of the Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of Directors, the treasurer shall sign with the president
all bills of exchange and promissory notes of the corporation, shall also have
the care and custody of the stocks, bonds, certificates, vouchers, evidence of
debts, securities, and such other property belonging to the corporation as the
Board of Directors shall designate, and shall sign all papers required by law,
by these Bylaws, or by the Board of Directors to be signed by the treasurer. The
treasurer shall enter regularly in the books of the corporation, to be kept for
that purpose, full and accurate accounts of all monies received and paid on
account of the corporation and, whenever required by the Board of Directors, the
treasurer shall render a statement of any or all accounts. The treasurer shall
at all reasonable times exhibit the books of
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account to any directors of the corporation and shall perform all acts incident
to the position of treasurer subject to the control of the Board of Directors.
The treasurer shall, if required by the Board of Directors, give bond to the
corporation in such sum and with such security as shall be approved by the Board
of Directors for the faithful performance of all the duties of treasurer and for
restoration to the corporation, in the event of the treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.
Section 3.09 Assistant Treasurer. The Board of Directors may appoint an
assistant treasurer who shall have such powers and perform such duties as may be
prescribed by the treasurer of the corporation or by the Board of Directors, and
the Board of Directors may require the assistant treasurer to give a bond to the
corporation in such sum and with such security as it may approve, for the
faithful performance of the duties of assistant treasurer, and for restoration
to the corporation, in the event of the assistant treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the corporation shall be
issued in such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors.
Section 4.02 Certificates. Ownership in the corporation shall be evidenced by
certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, shall be under the seal of the corporation and shall be
signed by the president or the vice-president and also by the secretary or an
assistant secretary. Each certificate shall contain the name of the record
holder, the number, designation, if any, class or series of shares represented,
a statement of summary of any applicable rights, preferences, privileges or
restrictions thereon, and a statement that the shares are assessable, if
applicable. All certificates shall be consecutively numbered. The name and
address of the stockholder, the number of shares, and the date of issue shall be
entered on the stock transfer books of the corporation.
Section 4.03 Surrender; Lost or Destroyed Certificates. All certificates
surrendered to the corporation, except those representing shares of treasury
stock, shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been cancelled, except
that in case of a lost, stolen, destroyed or mutilated certificate, a new one
may be issued therefor. However, any stockholder applying for the issuance of a
stock certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and if required by the Board of Directors, an
indemnity bond in an amount and upon such terms as the treasurer, or the Board
of Directors, shall require. In no
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case shall the bond be in an amount less than twice the current market value of
the stock and it shall indemnify the corporation against any loss, damage, cost
or inconvenience arising as a consequence of the issuance of a replacement
certificate.
Section 4.04 Replacement Certificate. When the Articles of Incorporation are
amended in any way affecting the statements contained in the certificates for
outstanding shares of capital stock of the corporation or it becomes desirable
for any reason, including, without limitation, the merger or consolidation of
the corporation with another corporation or the reorganization of the
corporation, to cancel any outstanding certificate for shares and issue a new
certificate therefor conforming to the rights of the holder, the Board of
Directors may order any holders of outstanding certificates for shares to
surrender and exchange the same for new certificates within a reasonable time to
be fixed by the Board of Directors. The order may provide that a holder of any
certificate(s) ordered to be surrendered shall not be entitled to vote, receive
dividends or exercise any other rights of stockholders until the holder has
complied with the order provided that such order operates to suspend such rights
only after notice and until compliance.
Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against
the corporation except on surrender and cancellation of the certificate
therefor, accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer on the books of the
corporation.
Section 4.06 Transfer Agent. The Board of Directors may appoint one or more
transfer agents and registrars of transfer and may require all certificates for
shares of stock to bear the signature of such transfer agent and such registrar
of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books shall be closed for
a period of ten (10) days prior to all meetings of the stockholders and shall be
closed for the payment of dividends as provided in Article V hereof and during
such periods as, from time to time, may be fixed by the Board of Directors, and,
during such periods, no stock shall be transferable.
Section 4.08 Miscellaneous. The Board of Directors shall have the power and
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the capital stock of the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends may be declared, subject to the provisions of the laws of
the State of Nevada and the Articles of Incorporation, by the Board of Directors
at any regular or special meeting and may be paid in cash, property, shares of
corporate stock, or any other medium. The Board of Directors may fix in advance
a record date, as provided in Section 1.06 of these Bylaws, prior to the
dividend payment for the purpose of determining stockholders entitled to receive
payment of any dividend. The Board of Directors may close the stock transfer
books for
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such purpose for a period of not more than ten (10) days prior to the payment
date of such dividend.
ARTICLE VI
OFFICES; RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the corporation in the
State of Nevada shall be at 1710 West Charleston Boulevard, Las Vegas, Nevada
89101.
The Board of Directors may from time to time, by resolution, change the location
of the principal office within the State of Nevada. The corporation may also
maintain an office or offices at such other place or places, either within or
without the State of Nevada, as may be resolved, from time to time by the Board
of Directors.
Section 6.02 Records. The stock transfer books and a certified copy of the
Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of
the proceedings of stockholders, the Board of Directors, and committees of the
Board of Directors shall be kept at the principal office of the corporation for
the inspection of all who have the right to see the same and for the transfer of
stock. All other books of the corporation shall be kept at such places as may be
prescribed by the Board of Directors.
Section 6.03 Financial Report on Request. Any stockholder or stockholders
holding at least five percent (5%) of the outstanding shares of any class of
stock may make a written request for an income statement of the corporation for
the three (3) month, six (6) month, or nine (9) month period of the current
fiscal year ended more than thirty (30) days prior to the date of the request
and a balance sheet of the corporation as of the end of such period. In
addition, if no annual report for the last fiscal year has been sent to
stockholders, such stockholder or stockholders may make a request for a balance
sheet as of the end of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year. The statements shall be
delivered or mailed to the person making the request within thirty (30) days
thereafter. A copy of the statements shall be kept on file in the principal
office of the corporation for twelve (12) months, and such copies shall be
exhibited at all reasonable times to any stockholder demanding an examination of
them or a copy shall be mailed to each stockholder. Upon request by any
stockholder, there shall be mailed to the stockholder a copy of the last annual,
semiannual, or quarterly income statement which it has prepared and a balance
sheet as of the end of the period. The financial statements referred to in this
Section 6.03 shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.
Section 6.04 Right of Inspection.
(a) The accounting books and records and minutes of proceedings of the
stockholders and the Board of Directors and committees of the Board of Directors
shall be open to inspection upon the written demand of any stockholder or holder
of a voting trust certificate at any reasonable
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time during usual business hours for a purpose reasonably related to such
holder's interest as a stockholder or as the holder of such voting trust
certificate. This right of inspection shall extend to the records of the
subsidiaries, if any, of the corporation. Such inspection may be made in person
or by agent or attorney, and the right of inspection includes the right to copy
and make extracts.
(b) Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation and/or its subsidiary corporations.
Such inspection may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.
Section 6.05 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or re-produced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.
Section 6.06 Fiscal Year. The fiscal year-end of the corporation shall be March
31st or such other term as may be fixed by resolution of the Board of Directors.
Section 6.07 Reserves. The Board of Directors may create, by resolution, out of
the earned surplus of the corporation such reserves as the directors may, from
time to time, in their discretion, think proper to provide for contingencies, or
to equalize dividends or to repair or maintain any property of the corporation,
or for such other purpose as the Board of Directors may deem beneficial to the
corporation, and the directors may modify or abolish any such reserves in the
manner in which they were created.
Section 6.08 Payments to Officers or Directors. Any payments made to an officer
or director of the corporation, such as salary, commission bonus, interest, rent
or entertainment expense, which shall be disallowed by the Internal Revenue
Service in whole or in part as a deductible expense by the corporation, shall be
reimbursed by such officer or director to the corporation to the full extent of
such disallowance. It shall be the duty of the Board of Directors to enforce
repayment of each such amount disallowed. In lieu of direct reimbursement by
such officer or director, the Board of Directors may withhold future
compensation to such officer or director until the amount owed to the
corporation has been recovered.
ARTICLE VII
INDEMNIFICATION
Section 7.01 In General. Subject to Section 7.02, the corporation shall
indemnify any director, officer, employee or agent of the corporation, or any
person serving in any such capacity of any other entity or enterprise at the
request of the corporation, against any and all legal expenses (including
attorney's fees), claims and/or liabilities arising out of any action, suit or
proceeding, except an action by or in the right of the corporation.
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Section 7.02 Lack of Good Faith; Criminal Conduct. The corporation may, but
shall not be required to, indemnify any person unless such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, where there was no reasonable cause to believe the conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order
or 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 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, there was reasonable cause to believe that the conduct was unlawful.
Section 7.03 Successful Defense of Actions. The corporation shall reimburse or
otherwise indemnify any director, officer, employee, or agent against legal
expenses (including attorneys' fees) actually and reasonably incurred in
connection with defense of any action, suit, or proceeding hereinabove referred
to, to the extent such person is successful on the merits or otherwise.
Section 7.04 Authorization. Indemnification shall be made by the corporation
only when authorized in the specific case and upon a determination that
indemnification is proper by:
(1) The stockholders;
(2) A majority vote of a quorum of the Board of Directors, consisting of
directors who were not parties to the action, suit, or proceeding; or
(3) Independent legal counsel in a written opinion, if a quorum of disinterested
directors orders or if a quorum of disinterested directors cannot be obtained.
Section 7.05 Advancing Expenses. Expenses incurred in defending any action,
suit, or proceeding may be paid by the corporation in advance of the final
disposition, when authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the person defending to repay such advances if
indemnification is not ultimately available under these provisions.
Section 7.06 Continuing Indemnification. The indemnification provided by these
Bylaws 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 7.07 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation or who is or was serving at the request of the corporation in
any capacity against any liability asserted.
ARTICLE VIII
BYLAWS
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Section 8.01 Amendment. These Bylaws may be altered, amended or repealed at any
regular meeting of the Board of Directors without prior notice, or at any
special meeting of the Board of Directors if notice of such alteration,
amendment or repeal be contained in the notice of such special meeting. These
Bylaws may only be altered, amended, or repealed at a meeting of the
stockholders at which a quorum is present by the affirmative vote of the holders
of a majority of the capital stock of the corporation entitled to vote or by the
consent of the stockholders in accordance with Section 1.12 of these Bylaws.
Section 8.02 Additional Bylaws. Additional bylaws not inconsistent herewith may
be adopted by the Board of Directors at any meeting of the Board of Directors at
which a quorum is present by an affirmative vote of a majority of the directors
present or by the unanimous consent of the Board of Directors in accordance with
Section 2.12 of these Bylaws. Any Bylaws so adopted shall be presented to the
stockholders for alteration, amendment, or repeal in accordance with Section
8.01 of these Bylaws.
CERTIFICATION
I, the undersigned, being the duly elected secretary of the corporation, do
hereby certify that the foregoing Bylaws were adopted by the Board of Directors
the 1st of March, 1975.
/s/ Kathryn Kessler Secretary
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Secretary
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