EXHIBIT 3.10
BYLAWS
OF
T/SF OF NEVADA, INC.
(a Nevada corporation)
TABLE OF CONTENTS
BYLAWS OF
T/SF OF NEVADA, INC.
(a Nevada corporation)
Article or
Section Caption Page
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I Offices and Fiscal Year..................... 1
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1.01 Registered Office........................... 1
1.02 Other Offices............................... 1
1.03 Fiscal Year................................. 1
II Meetings of Stockholders.................... 1
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2.01 Place of Meeting............................ 1
2.02 Annual Meeting.............................. 1
2.03 Special Meetings............................ 1
2.04 Notice of Meetings.......................... 2
2.05 Quorum, Manner of Acting and Adjournment.... 2
2.06 Organization................................ 2
2.07 Voting; Proxies............................. 3
2.08 Consent of Stockholders in Lieu of Meeting.. 3
2.09 Voting Lists................................ 4
III Board of Directors.......................... 4
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3.01 Powers...................................... 4
3.02 Number and Term of Office................... 4
3.03 Resignations................................ 4
3.04 Vacancies and Newly-Created Directorships... 4
3.05 Organization................................ 5
3.06 Place of Meeting............................ 5
3.07 Organization Meeting........................ 5
3.08 Regular Meetings............................ 5
3.09 Special Meetings............................ 5
3.10 Conference Telephone Meetings............... 5
3.11 Quorum, Manner of Acting and Adjournment.... 6
3.12 Committees.................................. 6
3.13 Consent of Directors in Lieu of Meeting..... 7
3.14 Presumption of Assent....................... 7
3.15 Compensation of Directors................... 7
3.16 Removal of Directors........................ 7
Article or
Section Caption Page
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IV Notices-Waivers.............................. 7
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4.01 Notice, What Constitutes..................... 7
4.02 Waivers of Notice............................ 8
V Officers..................................... 8
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5.01 Number, Qualifications and Designation....... 8
5.02 Election and Term of Office.................. 8
5.03 Other Officers, Committees and Agents........ 8
5.04 Chairman of the Board and Vice Chairman...... 9
5.05 President.................................... 9
5.06 Vice Presidents.............................. 9
5.07 Secretary and Assistant Secretaries.......... 9
5.08 Treasurer and Assistant Treasurers........... 10
5.09 Officers' Bonds.............................. 10
5.10 Compensation................................. 10
5.11 Action with Respect to Securities of
Other Corporations.......................... 10
VI Capital Stock................................ 10
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6.01 Issuance..................................... 10
6.02 Regulations Regarding Certificates........... 11
6.03 Stock Certificates........................... 11
6.04 Lost, Stolen, Destroyed or Mutilated
Certificates................................ 11
6.05 Record Holder of Shares...................... 11
6.06 Determination of Stockholders of Record
for Voting at Meetings...................... 12
6.07 Determination of Stockholders of Record
for Dividends and Distributions............. 12
6.08 Determination of Stockholders for
Written Consent............................. 12
VII Indemnification of Directors, Officers and
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Other Authorized Representatives............ 13
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7.01 Indemnification of Authorized Representatives
in Third Party Proceedings.................. 13
7.02 Indemnification of Authorized Representatives
in Corporate Proceedings.................... 14
7.03 Mandatory Indemnification of Authorized
Representatives............................. 14
7.04 Determination of Entitlement to
Indemnification............................. 14
7.05 Burden of Proof.............................. 14
7.06 Advancing Expenses........................... 15
7.07 Employee Benefit Plans....................... 15
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Article or
Section Caption Page
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7.08 Employees and Agents Other Than Authorized
Representatives........................... 15
7.09 Scope of Article........................... 15
7.10 Reliance on Provisions..................... 15
7.11 Insurance.................................. 15
7.12 Rights Continue............................ 16
VIII General Provisions......................... 16
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8.01 Dividends.................................. 16
8.02 Annual Statements.......................... 16
8.03 Contracts.................................. 16
8.04 Checks..................................... 17
8.05 Corporate Seal............................. 17
8.06 Amendment of Bylaws........................ 17
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BYLAWS
OF
T/SF OF NEVADA, INC.
(a Nevada Corporation)
ARTICLE I
Offices and Fiscal Year
SECTION 1.01. Registered Office. The registered office of the corporation
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shall be One East 1st Street, in the City of Reno, County of Washoe, State of
Nevada 89501, until otherwise established by a vote of a majority of the Board
of Directors in office, and a statement of such change is filed in the manner
provided by statute. (Secs. 78.090, 78.095, 78.110)
SECTION 1.02. Other Offices. The corporation may also have offices at such
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other places within or without the State of Nevada as the Board of Directors
may from time to time determine or the business of the corporation requires.
(Sec. 78.070)
SECTION 1.03. Fiscal Year. The fiscal year of the corporation shall be the
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calendar year unless otherwise fixed by resolution of the Board of Directors.
ARTICLE II
Meetings of Stockholders
SECTION 2.01. Place of Meeting. All meetings of the Stockholders of the
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Corporation shall be held at the registered office of the Corporation or at the
principal office of the Corporation or at such other place within or outside the
State of Nevada as shall be designated by the Board of Directors in the notice
of such meeting. (Sec. 78.310)
SECTION 2.02. Annual Meeting. An annual meeting of the Stockholders of the
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Corporation, for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may properly come before the
meeting, shall be held in each year on the first Tuesday in May (commencing in
1996) at 11:00 a.m. If such day is a legal holiday, the annual meeting shall be
held on the following business day. If the annual meeting is not held on such
date, the Board of Directors by majority vote shall cause a meeting to be held
as soon thereafter as convenient. (Sec. 78.320)
SECTION 2.03. Special Meetings. Special meetings of the Stockholders of the
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corporation may be called at any time by the President, Chairman of the Board,
if any, or a majority of the Board of Directors, for any purpose or purposes for
which meetings may be
lawfully called. At any time, upon written request of any such person or persons
who have duly called a special meeting, which written request shall state the
purpose or purposes of the meeting, it shall be the duty of the President to fix
the date of the meeting to be held at such date and time as the President may
fix, not less than 10 nor more than 60 days after the receipt of the request,
and to give due notice thereof. If the President shall neglect or refuse to fix
the time and date of such meeting and give notice thereof, the person or persons
calling the meeting may do so. (Secs. 78.325, 78.370)
SECTION 2.04. Notice of Meetings. Written notice of the place, date and
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hour of every meeting of the Stockholders, whether annual or special, shall be
given by the Chairman of the Board, the President, a Vice President, the
Secretary or an Assistant Secretary of the Corporation to each Stockholder
having voting power with respect to the business to be transacted at such
meeting not less than (10) nor more than (60) days before the date of the
meeting. Each notice of a special meeting shall state the purpose or purposes
for which the meeting is being called. Any meeting at which all Stockholders
having voting power with respect to the business to be transacted thereat are
present, either in person or by proxy, shall be a valid meeting for the
transaction of business, notwithstanding that notice has not been given as
hereinabove provided. (Sec. 78.330)
SECTION 2.05. Quorum, Manner of Acting and Adjournment. The holders of a
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majority of the stock issued and outstanding (not including treasury shares) and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the Stockholders for the transaction of
business except as otherwise provided by statute, by the certificate of
incorporation or by these bylaws. If, however, such quorum shall not be present
or represented at any meeting of the Stockholders, the Stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At any such
adjourned meeting, at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than (30) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each Stockholder of record having
voting power with respect to the business to be transacted at such meeting. When
a quorum is present at any meeting, the vote of the holders of the majority of
the stock having voting power with respect to a question present in person or
represented by proxy shall decide any such question brought before such meeting,
unless the question is one upon which, by express provision of the applicable
statute or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision on such question. Except
upon those questions governed by the aforesaid express provisions, the
Stockholders present in person or by proxy at a duly organized meeting can
continue to do business until adjournment, notwithstanding withdrawal of enough
Stockholders to leave less than a quorum. (Secs. 78.320, 78.325)
SECTION 2.06. Organization. At every meeting of the Stockholders, the
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President or, in the absence of the President, one of the following persons
present in the order stated:
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Chairman of the Board, if any, a chairman designated by the Board of Directors,
or a chairman chosen by the Stockholders, shall act as chairman, and the
Secretary, or, in his absence, an Assistant Secretary or a person appointed by
the chairman of the meeting, shall act as secretary of the meeting.
SECTION 2.07. Voting: Proxies. Except as provided in the certificate of
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incorporation or in a resolution adopted by the Board of Directors pursuant to
Section 78.195 of the Nevada Business Corporation Act and subject to Section
78.350 of such Act, each Stockholder shall at every meeting of the Stockholders
be entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such Stockholder. No proxy shall be voted after
six months from its date of creation, unless it is coupled with an interest, or
unless the stockholder specifies in it the length of time for which it is to
continue in force, which may exceed seven years from its date of creation.
Each proxy shall be executed in writing by the Stockholder or by his duly
authorized attorney-in-fact and filed with the Secretary of the Corporation or
the Secretary of the meeting prior to being voted. A proxy, unless coupled with
an interest, shall be revocable at will, notwithstanding any other agreement or
any provision in the proxy to the contrary, but the revocation of a proxy shall
not be effective until notice thereof has been given to the Secretary of the
corporation. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally. A
proxy shall not be revoked by the death or incapacity of the maker unless,
before the vote is counted or the authority is exercised, written notice of such
death or incapacity is given to the Secretary of the corporation. (Secs. 78.350,
78.355)
SECTION 2.08. Consent of Stockholders in Lieu of Meeting. Any action
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required to be taken at any annual or special meeting of Stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of the Stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the Corporation by delivery to its
registered office in Nevada, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of Stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Every written consent shall bear the date of signature of
each Stockholder who signs the consent and no written consent shall be effective
to take the corporate action referred to therein unless, within (60) days after
the earliest dated consent delivered in the manner required herein to the
corporation, written consents signed by a sufficient number of holders to take
action are delivered to the corporation by delivery to its registered office in
Nevada its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
Stockholders are recorded. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the
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corporate action without a meeting by less than unanimous written consent shall
be given to those Stockholders who have not consented in writing. (Secs. 78.320,
78.325)
SECTION 2.09. Voting Lists. The officer who has charge of the stock ledger
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of the corporation shall prepare and make, at least ten (10) days before every
meeting of Stockholders, a complete list of the Stockholders entitled to vote at
the meeting. The list shall be arranged in alphabetical order and show the
address of each Stockholder and the number of shares registered in the name of
each Stockholder. Such list shall be open to the examination of any Stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
Stockholder who is present. (Sec. 78.257)
ARTICLE III
Board of Directors
SECTION 3.01. Powers. The Board of Directors shall have full power to
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manage the business and affairs of the corporation; and all powers of
the corporation, except those specifically reserved or granted to the
Stockholders by statute, the certificate of incorporation or these bylaws, are
hereby granted to and vested in the Board of Directors. (Sec. 78.120)
SECTION 3.02. Number and Term of Office. The Board of Directors shall
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consist of such number of Directors, not less than one (1) nor more than three
(3), as may be determined from time to time by resolution of the Board of
Directors. The initial Board of Directors shall consist of three (3) members.
Each Director shall serve until the next annual election and until his successor
shall have been elected and shall qualify, except in the event of his death,
resignation or removal. All Directors of the corporation shall be natural
persons of full age, but need not be residents of Oklahoma or Stockholders of
the corporation. (Secs. 78.115, 78.330)
SECTION 3.03. Resignations. Any director of the corporation may resign at
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any time by giving written notice to the President or the Secretary of the
corporation. Resignations shall become effective upon receipt or at such later
time as shall be specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
(Sec. 78.335)
SECTION 3.04. Vacancies and Newly-Created Directorships. Vacancies and
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newly-created Directorships resulting from any increase in the authorized number
of Directors may be filled by a majority vote of the Directors then in office,
though less than a quorum, or by a sole remaining Director. Each Director so
chosen shall hold office until the next annual election and until his successor
shall have been duly elected and shall qualify, unless he dies,
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resigns or is removed prior to such time. If at any time, by reason of death or
resignation or other cause, the corporation should have no Directors in office,
then an election of Directors may be held by the Stockholders or in the manner
provided by statute. (Sec. 78.335)
SECTION 3.05. Organization. At every meeting of the Board of Directors, the
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Chairman of the Board, if any, or, in the case of a vacancy in the office or
absence of the Chairman of the Board, the President or, in his absence, a
chairman chosen by a majority of the Directors present, shall preside, and the
Secretary or, in his absence, an Assistant Secretary or any person appointed by
the chairman of the meeting, shall act as secretary of the meeting.
SECTION 3.06. Place of Meeting. The Board of Directors may hold its
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meetings, both regular and special, at such place or places within or without
the State of Nevada as the Board of Directors may from time to time appoint,
or as may be designated in the notice calling the meeting. (Sec. 78.310)
SECTION 3.07. Organization Meeting. The first meeting of each newly-elected
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Board of Directors shall, unless otherwise specified by the President of the
corporation, be held immediately after and at the same place as, the annual
meeting of Stockholders. Notice of such meeting to the newly-elected Directors
shall not be necessary in order legally to constitute the meeting, provided a
quorum shall be present.
SECTION 3.08. Regular Meetings. Regular meetings of the Board of Directors
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may be held without notice at such time and place as shall be designated from
time to time by resolution of the Board of Directors. If the date fixed for any
such regular meeting be a legal holiday under the laws of the State where such
meeting is to be held, then the same shall be held on the next succeeding
business day, not a Saturday, or at such other time as may be determined by
resolution of the Board of Directors. At such meetings, the Directors shall
transact such business as may properly be brought before the meeting. (Sec.
78.315)
SECTION 3.09. Special Meetings. Special meetings of the Board of Directors
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shall be held whenever called by the Chairman of the Board, if any, the
President or by two or more of the Directors. Notice of each such meeting shall
be given to each Director by telephone, telegram, facsimile, in writing or in
person at least 24 hours (in the case of notice by telephone or in person) or 48
hours (in the case of notice by telegram or facsimile) or five days (in the case
of notice by mail) before the time at which the meeting is to be held. Each such
notice shall state the time, place and purpose of the meeting to be so held.
Except as otherwise specifically provided in these bylaws, no notice of the
objects or purposes of any special meeting of the Board of Directors need be
given, and, unless otherwise indicated in the notice thereof, any and all
business may be transacted at any such special meeting. (Sec. 78.315, 78.325)
SECTION 3.10. Conference Telephone Meetings. One or more Directors may
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participate in a meeting of the Board, or of a committee of the Board, by means
of conference telephone or similar communications equipment by means of which
all persons participating in
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the meeting can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting. (Sec. 78.315)
SECTION 3.11. Quorum, Manner of Acting and Adjournment. At all meetings
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of the Board a majority of the Directors shall constitute a quorum for the
transaction of business. The vote of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Board of Directors,
except on additions, amendments, repeal or any changes whatsoever in the bylaws
with respect to any of which the affirmative votes of at least a majority of the
members of the Board of Directors shall be necessary for the adoption of such
changes and except as may be otherwise specifically provided by statute or by
the certificate of incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. (Sec. 78.315)
SECTION 3.12. Committees. The Board of Directors may, by resolution adopted
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by a majority of the whole Board, designate an executive committee and one or
more other committees, each committee to consist of one or more 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. In the absence or disqualification of a member, and
the alternate or alternates, if any, designated for such member, of any
committee, 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 Director to act at the meeting in the place of any
such absent or disqualified member. A majority of the members of any committee,
as at the time constituted, shall be necessary to constitute a quorum thereof,
and the act of a majority of the members of any committee who are present at any
meeting thereof at which a quorum is present shall be the act of such committee.
Any vacancy in any committee shall be filled by vote of a majority of the
Directors at the time in office. (Sec. 78.125)
Any such committee to the extent provided in the resolution establishing
such committee shall have and may exercise all the power and authority of the
Board of Directors in the management of the business and affairs of the
corporation, except that no such committee shall have the authority of the Board
of Directors in reference to amending the certificate of incorporation,
approving a plan of merger or consolidation, recommending to the Stockholders
the sale, lease or exchange of all or substantially all of the property and
assets of the corporation, recommending to the Stockholders a voluntary
dissolution of the corporation or a revocation thereof, amending, altering or
repealing the bylaws or adopting new bylaws for the corporation, filling
vacancies in the Board of Directors or any such committee, filling any
Directorship to be filled by reason of an increase in the number of Directors,
electing or removing officers or members of any such committee, fixing the
compensation of any member of such committee, or altering or repealing any
resolution of the Board of Directors which provides for any of the foregoing or
which by its terms provides that it shall not be so amendable or repealable; and
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of shares of the corporation. Such committee or
committees shall have such name or
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names as may be determined from time to time by resolution adopted by the Board
of Directors. Each committee so formed shall fix the time and place of its
meetings and its own rules of procedure and shall keep regular minutes of its
meetings and report the same from time to time to the Board of Directors. (Sec.
78.125)
SECTION 3.13. Consent of Directors in Lieu of Meeting. Unless otherwise
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restricted by the certificate of incorporation or these bylaws, 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 all members of the
Board or the Committee consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board or the Committee. (Sec.
78.315)
SECTION 3.14. Presumption of Assent. A Director who is present at a meeting
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of the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action unless his dissent shall be entered
in the minutes of the meeting or unless he shall file his written dissent to
such action with the person acting as secretary of the meeting before the
adjournment thereof or unless he shall forward such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Director who voted in favor
of such action.
SECTION 3.15. Compensation of Directors. Unless otherwise restricted by the
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certificate of incorporation, the Board of Directors shall have the authority to
fix the compensation of Directors. The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings. (Sec. 78.140)
SECTION 3.16. Removal of Directors. Except as otherwise provided in the
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certificate of incorporation or the Nevada Business General Corporation Act, any
Director may be removed from office, with or without cause, at any time by the
holders of a majority of the shares then entitled to vote at any election of
Directors, at any annual or special meeting of the Stockholders. (Sec. 78.335)
ARTICLE IV
Notices - Waivers
SECTION 4.01. Notice. What Constitutes. Whenever, under the provisions of
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the statutes of Nevada or the certificate of incorporation or of these by-
laws, notice is required to be given to any Director or Stockholder, it may be
given in writing, by mail, addressed to such Director or Stockholder, at his
address as it appears on the records of the corporation, with
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postage thereon prepaid. Notice given in accordance with this provision shall be
deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to Directors of special meetings must be given in accordance
with Section 3.09 of Article III hereof. (Sec. 78.370)
SECTION 4.02. Waivers of Notice. Whenever any notice is required to
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be given under the provisions of the certificate of incorporation, these by-
laws, or by statute, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Stockholders, Directors, or members of a committee of Directors need be
specified in any written waiver of notice of such meeting unless so required by
the certificate of incorporation or these by-laws. Attendance by a person,
either in person or by proxy, at any meeting, shall constitute a waiver of
notice of such meeting, except where a person attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting was
not lawfully called or convened. (Sec. 78.375)
ARTICLE V
Officers
SECTION 5.01. Number, Qualifications and Designation. The officers of the
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corporation shall be chosen by the Board of Directors and shall be a President,
Secretary and such other officers as may be elected in accordance with the
provisions of Section 5.03 of this Article. One person may hold more than one
office. Officers may be, but need not be, Directors or Stockholders of the
corporation. (Sec. 78.130)
SECTION 5.02. Election and Term of Office. The officers of the corporation,
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except those elected by delegated authority pursuant to Section 5.03 of this
Article, shall be elected annually by the Board of Directors, and each such
officer shall hold his office until his successor shall have been elected and
shall qualify, or until his earlier death, resignation or removal. Any officer
may resign at any time upon written notice to the corporation or may be removed,
with or without cause, by the Board of Directors. (Sec. 78.130)
SECTION 5.03. Other Officers, Committees and Agents. The Board of Directors
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may from time to time elect such other officers, including without limitation a
Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a
Treasurer and one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers, and appoint such committees, employees and other agents as it deems
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as are provided in these bylaws, or as the Board
of Directors may from time to time determine. The Board of Directors may
delegate to any officer or committee the power to elect subordinate officers and
to retain or appoint
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employees or other agents, or committees thereof, and to prescribe the authority
and duties of such subordinate officers, committees, employees or other agents.
(Sec. 78.130)
SECTION 5.04. Chairman of the Board and Vice Chairman. The Chairman of the
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Board of Directors, if any, shall preside at all meetings of the Board of
Directors. He may sign, with the Secretary or any other proper officer of the
corporation, thereunto authorized by the Board of Directors, and deliver on
behalf of the corporation any deeds, mortgages, bonds, contracts,
powers of attorney, and other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws to some other officer or agent of the corporation or shall be required
by law to be otherwise signed or executed, and he shall perform such other
duties as may be prescribed by the Board of Directors from time to time. The
Vice Chairman, if any, shall, at the request of the Chairman or in his absence
or disability, perform the duties and exercise the powers of the Chairman, and
shall perform such other duties as the Board of Directors shall prescribe.
SECTION 5.05. President. The President shall be the chief executive and
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chief operating officer of the corporation and shall have general charge and
active management of the business, properties and operations of the corporation,
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall preside at all meetings of the Stockholders and, if there
is no Chairman or Vice Chairman of the Board, or in their absence, all meetings
of the Board of Directors. He shall possess the power to execute and
acknowledge, in the name and under the seal of the corporation, deeds,
mortgages, bonds, contracts, certificates and other instruments authorized by
the Board of Directors, except as may be otherwise provided or required by law,
and except as may be expressly delegated by the Board of Directors, or by these
bylaws. He may employ all agents and employees of the corporation and may
discharge any such agent or employee, and, in general, shall perform all duties
incident to the office of President, and such other duties as from time to time
may be assigned to him by the Board of Directors.
SECTION 5.06. Vice Presidents. Any Vice President shall, at the request of
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the President or in his absence or disability, perform the duties and exercise
the powers of the President and such other duties as may from time to time be
assigned by the Board of Directors or by the President. At the discretion of the
Board of Directors, one or more Vice Presidents may be designated as an
Executive Vice President or Senior Vice President.
SECTION 5.07. Secretary and Assistant Secretaries. The Secretary shall
-----------------------------------
attend all meetings of the Stockholders and of the Board of Directors and shall
record the proceedings of the Stockholders and of the Directors and of
committees of the Board in a book or books to be kept for that purpose; see that
notices are given and records and reports properly kept and filed by the
corporation as required by law; be the custodian of the seal of the corporation
and see that it is affixed to all documents to be executed on behalf of the
corporation under its seal; and, in general, perform all duties incident to the
office of Secretary, and such other duties as may from time to time be assigned
to him by the Board of Directors or the President. Any Assistant
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Secretary shall, at the request of the Secretary or in his absence or
disability, perform the duties and exercise the powers of the Secretary and
shall perform such other duties as the Board of Directors or the President shall
prescribe.
SECTION 5.08. Treasurer and Assistant Treasurers. The Treasurer, if any,
----------------------------------
shall be the chief financial officer of the corporation. The Treasurer shall
have or provide for the custody of the funds or other property of the
corporation; whenever so required by the Board of Directors, shall render an
account showing his transactions as Treasurer and the financial condition of the
corporation; and, in general, shall discharge such other duties as may from time
to time be assigned to him by the Board of Directors or the President. Any
Assistant Treasurer shall, at the request of the Treasurer or in his absence or
disability, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties as the Board of Directors or the President shall
prescribe.
SECTION 5.09. Officers' Bonds. No officer of the corporation need provide a
-----------------
bond to guarantee the faithful discharge of his duties unless the Board of
Directors shall by resolution so require a bond in which event such officer
shall give the corporation a bond (which shall be renewed if and as required) in
such sum and with such surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties of his office.
SECTION 5.10. Compensation. The compensation of the officers and agents of
-------------
the Corporation elected by the Board of Directors shall be fixed from time to
time by the Board of Directors. Any employment contract, whether for an officer,
agent or employee, if expressly approved or specifically authorized by the Board
of Directors, may fix a term of employment, and any such contract, but only if
so approved or authorized, shall be valid and binding upon the corporation in
accordance with the terms thereof; provided, however, this provision shall not
limit or restrict in any way the right of the corporation at any time in its
discretion (which right is hereby expressly reserved) to remove from office,
discharge or terminate the employment or otherwise dispense with the services of
any such officer, agent or employee, as provided in these bylaws, prior to the
expiration of the term of employment under any such contract, provided only that
the Corporation shall not thereby be relieved of any continuing liability for
salary or other compensation provided for in such contract.
SECTION 5.11. Action with Respect to Securities of Other Corporations.
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Unless otherwise directed by the Board of Directors, the Chairman of the
Board of Directors, if any, the President or any Vice President of the
corporation shall have power to vote and otherwise act on behalf of the
corporation, in person or by proxy, at any meeting of security holders, or with
respect to any action of security holders, of any other corporation in which the
corporation may hold securities and shall have power to exercise any and all
rights and powers which the corporation may possess by reason of its ownership
of securities in such other corporation.
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ARTICLE VI
Capital Stock
SECTION 6.01. Issuance. The Directors may, at any time and from time to
----------
time, if all of the shares of capital stock which the corporation is authorized
by its certificate of incorporation to issue have not been issued, subscribed
for, or otherwise committed to be issued, issue or take subscriptions for
additional shares of its capital stock up to the amount authorized in its
certificate of incorporation. Unless otherwise provided by the certificate of
incorporation or these bylaws, the Board of Directors may provide by resolution
that some or all of any or all classes and series of the shares of capital stock
of the corporation shall be uncertificated shares, provided that such resolution
shall not apply to shares represented by a certificate until such certificate is
surrendered to the corporation. The stock certificates of the corporation shall
be numbered and registered in the stock ledger and transfer books of the
Corporation as they are issued. The Board of Directors may also appoint one or
more transfer agents and/or registrars for its stock of any class or classes and
for the transfer and registration of certificates representing the same and may
require stock certificates to be countersigned by one or more of them. They
shall be signed by the Chairman or Vice Chairman of the Board of Directors,
the President or a Vice President and attested by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and shall bear the
corporate seal, which may be a facsimile, engraved or printed. Any or all of the
signatures upon such certificate may be a facsimile, engraved or printed. In
case any officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any share certificate shall have ceased to be
such officer, transfer agent or registrar, before the certificate is issued, it
may be issued with the same effect as if he were such officer, transfer agent or
registrar at the date of its issue. (Secs. 78.215, 78.235)
SECTION 6.02. Regulations Regarding Certificates. Except as otherwise
------------------------------------
provided by law, the Board of Directors shall have the power and authority to
make all such rules and regulations as it may deem expedient concerning the
issuance, transfer and registration or the replacement of certificates for
shares of capital stock of the corporation. (Secs. 78.215, 78.235)
SECTION 6.03. Stock Certificates. Stock certificates of the corporation
--------------------
shall be in such form as is provided by statute and approved by the Board of
Directors. The stock record books and the blank stock certificate books shall be
kept by the Secretary of the Corporation or by any agency designated by the
Board of Directors for that purpose. (Sec. 78.215, 78.235)
SECTION 6.04. Lost, Stolen, Destroyed or Mutilated Certificates. The Board
---------------------------------------------------
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal
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representative, to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
SECTION 6.05. Record Holder of Shares. The Corporation shall be entitled to
-----------------------
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.
SECTION 6.06. Determination of Stockholders of Record for Voting at
-----------------------------------------------------
Meetings. In order that the corporation may determine the Stockholders entitled
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to notice of or to vote at any meeting of Stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
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
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. If no record
date is fixed by the Board of Directors, 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 day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. 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. (Sec. 78.350(2))
SECTION 6.07. Determination of Stockholders of Record for Dividends and
---------------------------------------------------------
Distributions. In order that the corporation may determine the Stockholders
- -------------
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the Stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than (60) days prior to such
action. If no record date is fixed, the record date for determining Stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. (Sec. 78.350(2))
SECTION 6.08. Determination of Stockholders of Record for Written Consent.
-----------------------------------------------------------
In order that the corporation may determine the Stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
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resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining Stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
statute, shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the corporation by
delivery to its registered office in Nevada, its principal place of business,
or an officer or agent of the corporation having custody of the book in which
proceedings of meetings of Stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors, when prior action by the Board of Directors is required by statute,
the record date for determining Stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the Board of Directors adopts the resolution taking such prior action.
(Sec.78.350(2))
ARTICLE VII
Indemnification of Directors, Officers and
Other Authorized Representatives
SECTION 7.01. Indemnification of Authorized Representatives in Third
-------------------------------------------------------
Party Proceedings. The corporation shall indemnify any person who was or is an
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"authorized representative" of the corporation (which shall mean for purposes
of this Article VII a Director or Officer of the corporation, or a person
serving at the request of the corporation as a Director, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise) and who was or is a "party" (which shall include for purposes of
this Article VII the giving of testimony or similar involvement) or is
threatened to be made a party to any "third party proceeding" (which shall mean
for purposes of this Article VII 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 such person was or is an authorized representative of the corporation,
against expenses (which shall include for purposes of this Article VII
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such third party
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal third party proceeding, had no
reasonable cause to believe such conduct was unlawful. The termination of any
third party proceeding by judgment, order, settlement, indictment, conviction or
upon a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the authorized representative did not act in good faith and in
a manner which such person reasonably believed to be in or not opposed to, the
best interests of the corporation, or, with respect to any criminal third party
proceeding, did not have reasonable cause to believe that such conduct was
unlawful. (Sec. 78.751)
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SECTION 7.02. Indemnification of Authorized Representative in Corporate
---------------------------------------------------------
Proceedings. The corporation shall indemnify any person who was or is an
- -----------
authorized representative of the corporation and who was or is a party or is
threatened to be made a party to any "corporate proceeding" (which shall mean
for purposes of this Article VII any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
or investigative proceeding by the corporation) by reason of the fact that such
person was or is an authorized representative of the corporation, against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such corporate proceeding
if 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, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that a district court or the court in which such
corporate proceeding was pending shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such authorized representative is fairly and reasonably entitled to indemnity
for such expenses which the district court or such other court shall deem
proper. (Sec. 78.751)
SECTION 7.03. Mandatory Indemnification of Authorized Representatives.
-------------------------------------------------------
To the extent that an authorized representative of the corporation has been
successful on the merits or otherwise in defense of any third party or corporate
proceeding referred to in Sections 7.01 or 7.02 above or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by such
person in connection therewith. (Sec. 78.751)
SECTION 7.04. Determination of Entitlement to Indemnification. Any
-----------------------------------------------
indemnification under Section 7.01, 7.02 or 7.03 of this Article VII (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 authorized
representative is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 7.01, 7.02, or 7.03 of this
Article VII. Such determination shall be made:
(1) By the Board of Directors by a majority of a quorum consisting
of directors who were not parties to such action, suit or
proceeding; or
(2) If such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) By the Stockholders. (Sec. 78.751(4))
SECTION 7.05. Burden of Proof. In the event a claim for indemnification
---------------
by an authorized representative is denied by the corporation (except for a claim
by a person described in Section 7.08 hereof), the corporation shall, in any
subsequent legal proceedings relating to such denial, have the burden of proving
that indemnification was not required under Section
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7.01, 7.02 or 7.03 of these bylaws without regard to Section 7.04 hereof or
under any other agreement or undertaking between the corporation and the
authorized representative or was not permitted under applicable law.
SECTION 7.06. Advancing Expenses. Expenses incurred by an Officer or
------------------
Director in defending a third party or corporate proceeding shall be paid by the
corporation in advance of the final disposition of such third party or corporate
proceeding upon receipt of an undertaking by or on behalf of the authorized
representative to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as authorized
in this Article VII. Such expenses incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate. (Sec. 78.751)
SECTION 7.07. Employee Benefit Plans. For purposes of this Article VII,
----------------------
the corporation shall be deemed to have requested an authorized representative
to serve an employee benefit plan where the performance by such person of duties
to the corporation also imposes duties on, or otherwise involves services by,
such person to the plan or participants or beneficiaries of the plan; excise
taxes assessed on an authorized representative with respect to an employee
benefit plan pursuant to applicable law shall be included within the meaning of
"fines"; and action taken or omitted by such person with respect to an employee
benefit plan in the performance of duties for a purpose reasonably believed to
be in the interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is not opposed to the best interests of the
corporation.
SECTION 7.08. Employees and Agents other than Authorized
------------------------------------------
Representatives. The corporation may, but is not required to, indemnify any
- ---------------
employee or agent who is not also an authorized representative if the
determining group as specified in Section 7.04(1), (2) or (3) determines that
such indemnification is proper in the specific case. (Sec. 78.751)
SECTION 7.09. Scope of Article. The indemnification of and advancement
----------------
of expenses to authorized representatives, as authorized by this Article VII,
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of Stockholders or disinterested Directors or otherwise, both as
to action in an official capacity and as to action in another capacity while
holding such office. (Sec. 78.751)
SECTION 7.10. Reliance on Provisions. Each person who shall act as an
----------------------
authorized representative of the corporation shall be deemed to be doing so in
reliance upon rights of indemnification provided by this Article VII, and the
provisions of this Article VII shall be deemed a contract between the
corporation and the authorized representative.
SECTION 7.11. Insurance. The corporation shall have the power to, but
---------
shall not be obligated to, purchase and maintain insurance on behalf of any
person who is or was an authorized representative of the corporation, or is or
was serving at the request of the corporation as an authorized representative or
agent of another corporation, partnership, joint
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venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article VII. (Sec. 78.752)
SECTION 7.12. Rights Continue. The indemnification and advancement of
---------------
expenses provided by or granted pursuant to this Article VII, unless otherwise
provided when authorized or ratified, shall continue as to a person who has
ceased to be an authorized representative and shall inure to the benefit of the
heirs, executors and administrators of such person. (Sec. 78.751)
ARTICLE VIII
General Provisions
SECTION 8.01. Dividends. Subject to the provisions of the certificate of
---------
incorporation, if any, dividends upon the capital stock of the corporation may
be declared by the Board of Directors at any regular or special meeting, in
accordance with law. Dividends may be paid in cash, in property, or in shares
of the capital stock of the corporation, subject to the provisions of the
certificate 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 Board of Directors from time to time, in its absolute discretion,
thinks 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 Board of Directors shall think conducive to the
interest of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created. (Sec. 78.288)
SECTION 8.02. Annual Statements. The Board of Directors shall present at
-----------------
each annual meeting, and at any special meeting of the Stockholders when called
for by vote of the Stockholders, a full and clear statement of the business and
condition of the corporation.
SECTION 8.03. Contracts. The Chairman of the Board of Directors, the
---------
President or a Vice President of the corporation shall sign, in the name and on
behalf of the corporation, all deeds, bonds, contracts, mortgages and other
instruments, the execution of which shall be authorized by the Board of
Directors; provided, however, that the Board of Directors may authorize any
other officer of officers or any agent or agents to sign in the name and on
behalf of the corporation, any such deed, bond, contract, mortgage or other
instrument. Such authority may be general or confined to specific instances.
Except as so authorized by the Board of Directors, and except in the ordinary
course of business, no officer, agent or employee of the corporation shall have
power or authority to bind the corporation by any contract or engagement or to
pledge, sell or otherwise dispose of its credit or any or its property or to
render it pecuniarily liable for any purpose or in any amount in excess of
$10,000. (Secs. 78.210, 78.130)
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SECTION 8.04. Checks. All checks, notes, bills of exchange or other
------
orders in writing shall be signed by such person or persons as the Board of
Directors may from time to time designate. (Secs. 78.120, 78.130)
SECTION 8.05. Corporate Seal. The corporate seal shall have inscribed
--------------
thereon the name of the corporation, the year of its organization and the state
of its incorporation. The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or otherwise reproduced. (Sec. 78.065)
SECTION 8.06. Amendment of Bylaws. These bylaws may be altered, amended
-------------------
or repealed or new bylaws may be adopted by the Stockholders or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
certificate of incorporation, at any regular or special meeting of the
Stockholders or of the Board of Directors, if notice of such alteration,
amendment, repeal or adoption of new bylaws be contained in the notice of such
special meeting. (Sec. 78.120)
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