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Exhibit 3.2
ANNEX C
BY-LAWS
OF
ZAPATA CORPORATION
(A NEVADA CORPORATION)
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETING. All meetings of the stockholders of the
Corporation shall be held at the principal office of the corporation or at any
other place or places, within or without the State of Nevada, as may from time
to time be fixed by the Board of Directors, or as shall be specified or fixed in
the respective notices or waivers of notice thereof.
SECTION 2. ANNUAL MEETINGS. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may come before the meeting shall be held on such date in each year
and at such time as shall be designated by the Board of Directors and stated in
the notice of the meeting.
SECTION 3. SPECIAL MEETINGS. A special meeting of the stockholders, or of
any class thereof entitled to vote, for any purpose or purposes, unless
otherwise prescribed by statute or by the Articles of Incorporation, may be
called at any time by the Chairman of the Board of Directors or by order of the
Board of Directors and shall be called by the Chairman of the Board of Directors
or the Board of Directors upon the written request of stockholders holding of
record at least 80% of the outstanding shares of stock of the Corporation
entitled to vote at such meeting as of the date of such request. Such written
request shall state the purpose or purposes for which such meeting is to be
called. Business transacted at any such special meeting shall be limited to the
purposes stated in the notice.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise expressly required by
law, notice of each meeting of stockholders, whether annual or special, shall be
given at least ten (10) days before the date on which the meeting is to be held,
to each stockholder of record entitled to vote thereat by delivering a
typewritten or printed notice thereof to each stockholder personally, or by
mailing such notice in a postage prepaid envelope directed to each stockholder
at such stockholder's address as it appears on the stock book of the
Corporation. Every notice of a special meeting of the stockholders, besides
stating the time and place of the meeting, shall state briefly the objects or
purposes thereof. Notice of any adjourned meeting of the stockholders shall not
be required to be given, except where expressly required by law.
SECTION 5. RECORD DATE. The Board of Directors may fix, in advance, a
date as the record date for the purpose of determining stockholders entitled to
notice of, or to vote at, any meeting of stockholders, or stockholders entitled
to receive payment of any dividend or the allotment of any rights, or in order
to make a determination of stockholders for any other proper purpose. Such date,
in any case, shall be not more than sixty (60) days, and in case of a meeting of
stockholders not less than ten (10) days, prior to the date on which the
particular action requiring such determination of stockholders is to be taken. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION 6. LIST OF STOCKHOLDERS. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of the stock ledger,
either directly or through a transfer agent appointed by the Board, to prepare
and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, arranged in
alphabetical order. Such list shall be open to the examination of any
stockholder at the place where said meeting is to be held for said ten (10)
days, and shall be produced and kept at the time and place of the meeting during
the whole time thereof, and subject to the inspection of any stockholder who may
be present. The original or a duplicate stock ledger shall be the only
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evidence as to who are the stockholders entitled to examine such list or the
books of the Corporation or to vote in person or by proxy at such meeting.
SECTION 7. QUORUM. At each meeting of the stockholders, the holders of
record of a majority of the issued and outstanding stock of the Corporation
entitled to vote at such meeting, present in person or by proxy, shall
constitute a quorum for the transaction of business, except where otherwise
provided by the Corporation's Articles of Incorporation, By-Laws or by law. In
the absence of a quorum, any officer entitled to preside at, or act as Secretary
of such meeting, shall have the power to adjourn the meeting from time to time
until a quorum shall be constituted. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called.
SECTION 8. VOTING AT MEETINGS. Any holder of shares of capital stock of
the Corporation entitled to vote shall be entitled to vote each such share as
provided in the Corporation's Articles of Incorporation or, in the case of
Preferred Stock or Preference Stock, in the resolution of the Board of Directors
authorizing the issuance thereof, either in person or by proxy executed in
writing by him or by his duly authorized attorney in fact. No proxy shall be
valid after eleven months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable and unless it is coupled with an interest sufficient
in law to support an irrevocable power. Stockholders of the Corporation shall
not have cumulative voting rights in the election of directors.
SECTION 9. MANNER OF CONDUCTING MEETINGS. To the extent not in conflict
with the provisions of law relating thereto or these By-Laws, all stockholder
meetings must be conducted pursuant to such rules as may be adopted by the
Chairman presiding at the meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by the 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 or by the Articles of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors that shall
constitute the whole Board of Directors shall be fixed by, and may be increased
or decreased from time to time by, the affirmative vote of a majority of the
numbers at any time constituting the Board of Directors of the Corporation;
provided that at no time shall the number of directors constituting the whole
Board be less than three (3) directors. Each director shall hold office for the
full term of office to which he shall have been elected and until his successor
shall have been duly elected and shall qualify, or until his earlier death,
resignation, retirement, disqualification or removal.
SECTION 3. PLACE OF MEETINGS. The Board of Directors may hold its
meetings, have one or more offices, and keep the books and records of the
Corporation, at such place or places within or without the State of Nevada, as
the Board may from time to time determine.
SECTION 4. FIRST MEETING. After each annual election of directors and on
the same day or as soon thereafter as convenient, the Board of Directors shall
meet for the purpose of organization, the election of officers and the
transaction of other business as may be appropriate. Notice of such meeting need
not be given. Such meeting may be held at any other time or place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors or in a consent and waiver of notice thereof signed by all
the directors.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time upon the call of the Chairman of the Board and Chief
Executive Officer, the Secretary or any two directors of the
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Corporation. Notice shall be given, either personally or by mail or telegram at
least twenty-four (24) hours before the meeting. Notice of the time, place and
purpose of such meeting may be waived in writing before or after such meeting,
and shall be equivalent to the giving of notice. Attendance of a director at
such meeting shall also constitute a waiver of notice thereof, except where he
attends and submits a writing to the Secretary stating that the purpose of his
attendance is to object to the transaction of any business on the ground that
the meeting is not lawfully called or convened.
SECTION 7. QUORUM. A majority of the directors at the time in office
present at any regular or special meeting of the Board of Directors shall
constitute a quorum for the transaction of business; except that in no case
shall a quorum be less than one-third of the total number of directors which
constitute the authorized whole Board of Directors; and, except as otherwise
required by statute, by the Articles of Incorporation or by these By-Laws, the
act of a majority of the directors present at any such meeting at which a quorum
is present shall be the act of the Board. In the absence of a quorum, a majority
of the directors present may adjourn the meeting from time to time until a
quorum shall be present. Notice of any adjourned meeting need not be given.
SECTION 8. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any vacancy that
shall occur in the Board of Directors by reason of death, resignation,
retirement, disqualification or removal or any other cause whatever, and newly
created directorships resulting from any increase in the authorized number of
directors, may be filled by a majority of the remaining directors (though less
than a quorum), including the sole remaining director, and, except as otherwise
provided by the Articles of Incorporation with respect to newly created
directorships filled by the Board of Directors, each director so chosen shall
hold office until the annual meeting at which the term of the class to which he
shall have been elected expires and until his successor shall be duly elected
and shall qualify, or until his earlier death, resignation, retirement,
disqualification or removal.
SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the directors in office, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided by the Board, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committee shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.
SECTION 10. ACTION WITHOUT A MEETING. Unless otherwise restricted by the
Articles of Incorporation or these By-Laws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
Board or of such committee.
SECTION 11. COMPENSATION OF DIRECTORS. Directors, as such, shall not
receive any stated salary for their services, but may be paid for their services
such amounts as may be fixed from time to time by resolution of the Board.
Expenses of attendance, if any, may be paid for attendance at each regular or
special meeting of the Board. No such payments shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
SECTION 12. REQUIRED VOTE OF DIRECTORS FOR CERTAIN
ACTIONS. Notwithstanding anything to the contrary in these By-Laws, the
following actions shall require the vote of five (5) Directors: (a) any
alteration, amendment or repeal of these By-Laws; (b) the issuance of, or the
adoption of any agreement or plan for the issuance of, any stock, rights, or
other securities (including, without limitation, securities convertible into or
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exchangeable or exercisable for stock of the Corporation) to the stockholders or
any class thereof generally, any term of which is contingent upon or effective
upon the acquisition by any person of any of or all of the Corporation's stock
or upon any other action by any person with respect to such stock; (c) the
creation of any committee of the Board of Directors; (d) the filling of
vacancies on the Board of Directors or any committee thereof created by the
death, resignation or removal of Malcolm I. Glazer or Avram A. Glazer; or (e)
any action to remove Malcolm I. Glazer or Avram A. Glazer from any committee of
the Board of Directors.
SECTION 13. TRANSACTIONS INVOLVING INTEREST OF DIRECTORS. In the absence
of fraud, no contract or other transaction of the corporation is affected or
invalidated by the fact that any of the directors of the corporation are in any
way interested in, or connected with, any other party to, such contract or
transaction, provided that such transaction satisfies the applicable provisions
of Chapter 78 of the Nevada Revised Statutes. Each and every person who becomes
a director of the Corporation is hereby relieved, to the extent permitted by
law, from any liability that might otherwise exist from contracting in good
faith with the Corporation for the benefit of himself or herself or any person
in which he or she may be in any way interested or with which he or she may be
in any way connected. Any director of the Corporation may vote and act upon any
matter, contract or transaction between the Corporation and any other person
without regard to the fact that he or she is also a stockholder, director or
officer of, or has any interest in, such other person.
ARTICLE III
OFFICERS
SECTION 1. TITLE, NUMBER AND SALARIES. The officers of the Corporation
shall be elected by the Board of Directors, and shall consist of a Chairman of
the Board, Chief Executive Officer, President, Vice Presidents, a Secretary, a
Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board
of Directors may from time to time designate, all of whom shall hold office
until their successors are elected and qualified. Two or more offices, may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity. The salaries of the officers shall be
determined by the Board of Directors or committee duly designated thereby, and
may be altered from time to time except as otherwise provided by contract. All
officers shall be entitled to be paid or reimbursed for all cost and
expenditures incurred in the Corporation's business.
SECTION 2. VACANCIES. Whenever any vacancies shall occur in any office by
death, resignation, retirement, increase in the number of officers of the
Corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office until his successor is chosen and
qualified.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meeting of the stockholders and directors, shall be ex officio a member
of all standing committees to which he is not otherwise appointed, shall see
that all orders and resolutions of the Board are carried into effect, and,
subject to the directions of the Board, shall have general and active management
of the business of the Corporation and shall perform such other duties as may
from time to time be assigned to him by the Board.
SECTION 5. CHIEF EXECUTIVE OFFICER AND PRESIDENT. The Chief Executive
Officer and President shall be the chief administrative officer of the
Corporation, and subject to the provisions of SECTION 4 of this ARTICLE III,
shall perform all the duties incident to the office of Chief Executive Officer
and President of a corporation and, subject to the direction of the Board, shall
have general and active management of the business of the Corporation and shall
perform all duties incident to the office of Chief Executive Officer and
President of a corporation and such other duties as may from time to time be
assigned to him by the Board. At the request of the Chairman of the Board or of
the Board, or in the absence or disability of the Chairman of the Board, the
Chief Executive Officer and President shall have all the powers and perform all
the duties of the Chairman of the Board.
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SECTION 6. VICE PRESIDENTS. In the absence or disability of the Chairman
of the Board, the Chief Executive Officer, the President, the Vice Presidents,
in the order of their seniority, shall perform the duties and exercise the
powers of the Chairman of the Board and Chief Executive Officer, other than as
otherwise provided in the first sentence of SECTION 4 of this ARTICLE III.
SECTION 7. SECRETARY. It shall be the duty of the Secretary to attend all
meetings of the stockholders and Board of Directors, to record correctly the
proceedings had at such meetings in a book suitable for that purpose and to
perform like duties for standing committees when required. It shall also be the
duty of the Secretary to attest with his signature and the seal of the
Corporation all stock certificates issued by the Corporation and to keep a stock
ledger in which shall be correctly recorded all transactions pertaining to the
capital stock of the Corporation. He shall also attest with his signature and
the seal of the Corporation all deeds, conveyances or other instruments
requiring the seal of the Corporation. The person holding the office of
Secretary shall also perform, under the direction and subject to the control of
the Board of Directors, such other duties as may be assigned to him. The duties
of the Secretary may also be performed by any Assistant Secretary.
SECTION 8. TREASURER. The Treasurer shall keep such funds of the
Corporation as may be entrusted to his keeping and account for the same. He
shall be prepared at all times to give information as to the condition of the
Corporation and shall make a detailed annual report of the entire business and
financial condition of the Corporation. The person holding the office of
Treasurer shall also perform, under the direction and subject to the control of
the Board of Directors, such other duties as may be assigned to him. The duties
of the Treasurer may also be performed by any Assistant Treasurer.
SECTION 9. DELEGATION OF AUTHORITY. In the case of any absence of any
officer of the Corporation or for any other reason that the Board may deem
sufficient, the Board of Directors may delegate some or all of the powers or
duties of such officer to any other officer or to any director, employee,
stockholder or agent for whatever period of time seems desirable, providing that
a majority of the whole Board concurs therein.
SECTION 10. TRANSACTION INVOLVING INTEREST OF OFFICER. In the absence of
fraud, no contract or other transaction of the Corporation shall be affected or
invalidated by the fact that any of the officers of the Corporation are in any
way interested in, or connected with, any other party to such contract or
transaction, or are themselves parties to such contract or transaction, provided
that the transaction complies with the applicable provisions of Chapter 78 of
the Nevada Revised Statutes. Each and every person who is or may become an
officer of the Corporation is hereby relieved, to the extent permitted by law,
when acting in good faith, from any liability that might otherwise exist from
contracting with the Corporation for the benefit of such officer or any person
in which he or she may be in any way interested or with which he or she may be
in any way connected.
ARTICLE IV
INDEMNIFICATION AND INSURANCE
SECTION 1. GENERAL INDEMNIFICATION. Subject to the provisions of SECTION
3 of this ARTICLE IV, the Corporation shall indemnify and hold harmless, to the
fullest extent permitted by the laws of the State of Nevada, as the same exist
or may hereafter be amended from time to time, 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 or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred or suffered by said person in connection with such action,
suit or proceeding if he or she met standards of conduct which makes it possible
under the applicable provisions of Chapter 78 of the Nevada Revised Statutes for
the Corporation to indemnify said person, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
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SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. Subject to the provisions of SECTION 3 of this ARTICLE IV, the
Corporation shall indemnify and hold harmless, to the fullest extent permitted
by the laws of the State of Nevada, as the same exist or may hereafter be
amended, 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 or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees and amounts paid in settlement) actually and
reasonably incurred by him in connection with the defense or settlement of such
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 and except that
no indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have failed to meet a standard of conduct which makes it
permissible under the applicable provisions of Chapter 78 of the Nevada Revised
Statutes for the Corporation to indemnify such person for the amount claimed.
SECTION 3. DETERMINATION OF STANDARD OF CONDUCT. Any indemnification
under SECTIONS 1 and 2 of this ARTICLE IV (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because he had met the applicable standard of conduct set forth in
said SECTIONS 1 and 2 and under Nevada law. Such determination shall be made (1)
by the Board of Directors, by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such quorum is not obtainable or, even if obtainable and a quorum of
disinterested directors so directs, by independent legal counsel (who may be
counsel to the Corporation) in a written opinion, or (3) by the stockholders.
Neither the failure of the Corporation (including the Board of Directors,
independent legal counsel or its stockholders) to have made a determination
before the commencement of such action that indemnification of the claimant is
permissible under the circumstances because he or she has met such standards of
conduct, nor an actual determination by the Corporation (including the Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such standards of conduct, shall be a defense to the action or create a
presumption that the claimant has failed to meet such standards of conduct. The
termination of any action, suit or 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 failed to meet the standard of care
under the applicable provisions of Chapter 78 of the Nevada Revised States.
SECTION 4. SUCCESSFUL DEFENSE. If a director or officer of the
Corporation has been successful on the merits or otherwise as a party to any
action, suit or proceeding referred to in SECTIONS 1 and 2 of this ARTICLE IV,
or with respect to any claim, issue or matter therein (to the extent that a
portion of his expenses can be reasonably allocated thereto), he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
SECTION 5. EXPENSES DURING PROCEEDING. Expenses incurred in defending a
civil, criminal, administrative or investigative action, suit or proceeding, or
threat thereof, may be paid by the Corporation 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 whom or on whose behalf any such amount is paid to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this ARTICLE IV.
SECTION 6. EXCLUSIVITY. The indemnification provided by this ARTICLE IV
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled under any other By-Law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
SECTION 7. 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 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
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other enterprise against any liability asserted against him and 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 V or under Nevada Law.
SECTION 8. INDEMNIFICATION AGREEMENT. The Corporation may enter into
agreements with any director, officer, employee, fiduciary or agent of the
Corporation providing for indemnification to the full extent permitted by Nevada
law.
SECTION 9. DEFINITIONS. For the purposes of this ARTICLE IV, references
to "the Corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director or officer of such a constituent
corporation or is or was serving at the request of such constituent corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this ARTICLE IV with respect to the resulting or surviving corporation as he
would if he had served the resulting or surviving corporation in the same
capacity. For purposes of this ARTICLE IV, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who met a standard of conduct under Nevada law and
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this ARTICLE IV.
ARTICLE V
SHARES OF CAPITAL STOCK AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR STOCK. Every owner of stock of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board shall prescribe, certifying the number and class of shares of
the capital stock of the Corporation owned by him. The certificates for the
respective classes of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
Chairman of the Board and Chief Executive Officer and President or any Vice
President and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation and its seal be affixed thereto;
provided, however, that, where such certificate is signed by a transfer agent or
an assistant transfer agent or by a transfer clerk acting on behalf of the
Corporation and a registrar, if the Board shall by Resolution so authorize, the
signature of such Chairman of the Board and Chief Executive Officer and
President, Vice President, Treasurer, Secretary, Assistant Treasurer or
Assistant Secretary and the seal of the Corporation may be facsimile. In case
any officer or officers of the Corporation who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers, whether by reason of
death, resignation, retirement or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issue and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been affixed
thereto, had not ceased to be such officer or officers. A record shall be kept
by the Secretary, transfer agent or by any other officer, employee or agent
designated by the Board of the name of the person, firm or corporation owning
the stock represented by such certificates, the number and class of shares
represented by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of cancellation.
Every certificate surrendered to the Corporation for exchange or transfer shall
be cancelled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled, except in cases provided for in SECTION 5 of this ARTICLE V.
SECTION 2. CLASSES AND SERIES OF CLASSES OF STOCK. If the Corporation
shall be authorized to issue more than one class of stock or more than one
series of any class, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications,
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limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock; provided
that, in lieu of the foregoing requirements, there may be set forth on the face
or back of the Certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will furnish without
charge to each stockholder who so requests the designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
SECTION 3. TRANSFER OF STOCK. Transfers of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, or with
a transfer agent appointed as in SECTION 4 of this ARTICLE V provided, and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation; provided, however, that whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact, if known to the Secretary of the Corporation, shall be so expressed
in the entry of transfer.
SECTION 4. REGULATIONS. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with the Articles of Incorporation or
these By-laws, concerning the issue, transfer and registration of certificates
for shares of the stock of the Corporation. It may appoint, or authorize any
principal officer or officers to appoint, one or more Transfer Agents and one or
more Registrars, and may require all certificates of stock to bear the signature
or signatures of any of them.
SECTION 5. LOST, DESTROYED OR MUTILATED CERTIFICATES. In case of loss,
destruction or mutilation of any certificates of stock, another certificate or
certificates may be issued in place thereof upon proof of such loss,
destruction, or mutilation and upon the giving of a bond of indemnity to the
Corporation in such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper so to do.
SECTION 6. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. CORPORATE SEAL. The seal of the Corporation shall be circular
in form with the words "Corporate SEAL Nevada" in the center and the name of the
Corporation around the margin thereof.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall end at
the close of business on the 31st day of December in each year.
SECTION 3. ANNUAL REPORTS. The Board of Directors shall present at each
annual meeting of the stockholders a full report of the business and condition
of the Corporation.
SECTION 4. EXECUTION OF CONTRACTS. The Board may authorize any officer or
officers, agent or agents, or attorney or attorneys, to enter into any contract
or execute and deliver any instrument in the name and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board or expressly authorized by
these By-Laws, no officer, agent or employee shall have
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any power or authority to bind the Corporation by any contract or other
engagement or to pledge its credit or to render it liable pecuniarily for any
purpose or in any amount.
SECTION 5. LOANS. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board or by a committee of the Board to whom the Board has
delegated such power.
SECTION 6. CHECKS, DRAFTS, ETC. All checks, drafts, bills, notes and
other negotiable instruments and orders for the payment of money issued in the
name of the Corporation, shall be signed by such officer or officers, employee
or employees, agent or agents, of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board.
SECTION 7. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board may designate, or as
may be designated by any officer or officers, agent or agents, or attorney or
attorneys, of the Corporation to whom power in that respect shall have been
delegated by the Board. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, the Chairman of the Board and
Chief Executive Officer and President, or any Vice President, or the Treasurer
(or any other officer or agent or employee or attorney of the Corporation to
whom such power shall be delegated by the Board) may endorse, assign and deliver
checks, drafts and other orders for the payment of money which are payable to
the order of the Corporation.
SECTION 8. GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositaries as it may designate or as may
be designated by any officer or officers, agent or agents, or attorney or
attorneys, of the Corporation to whom power in that respect shall have been
delegated by the Board. The Board may make such special rules and regulations
with respect to such bank accounts, not inconsistent with the provisions of
these By-laws, as it may deem expedient.
SECTION 9. OFFICES. The Corporation may have an office or offices at such
other place or places, either within or without the State of Nevada, as the
Board of Directors may from time to time determine or as shall be necessary for
the conduct of business of the Corporation.
ARTICLE VII
AMENDMENTS
All By-Laws of the Corporation shall be subject to alteration or repeal,
and new By-Laws shall be adopted, either by the affirmative votes of the holders
of record of 80% or more of the issued and outstanding stock of the Corporation
entitled to vote in respect thereof, given at any annual or special meeting, or
by the vote provided for in SECTION 12 of ARTICLE II hereof given at any regular
or special meeting of the Board of Directors, provided that notice of the
proposal so to alter or repeal or to make such By-Laws be included in the notice
of such meeting of the stockholders or the Board, as the case may be. By-Laws,
whether made or altered by the stockholders or by the Board of Directors, shall
be subject to alteration or repeal by the stockholders by the vote herein above
specified.
ARTICLE VIII
INTERPRETATION
Reference in these By-Laws to any provision of Chapter 78 of the Nevada
Revised Statutes shall be deemed to include all amendments thereto and the
effect of the construction and determination of validity thereof of the Nevada
Supreme Court.