Exhibit 3.45
BYLAWS
of
LL HOLDING CORPORATION
ARTICLE I
STOCKHOLDERS
Section 1.01 Annual Meeting. An annual meeting of the stockholders of the
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corporation shall be held at 2:00 o'clock in the afternoon on the second
Thursday of November in each year, commencing after the first anniversary of
incorporation, but if such date is a legal holiday, then on the next succeeding
business day, for the purpose of electing directors of the corporation to serve
during the ensuing year and for the transaction of such other business as may
properly come before the meeting. If the election of the directors is not held
on the day designated herein for any annual meeting of the stockholders, or at
any adjournment thereof, the president shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as is convenient.
Section 1.02 Special Meetings.
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(a) Special meetings of the stockholders may be called by the Chairman
of the Board of Directors ("Chairman") or the president and shall be called by
the Chairman, the president or the Board of Directors at the written request of
the holders of not less than 51% of the voting power of any class of the
corporation's stock entitled to vote.
(b) No business shall be acted upon at a special meeting except as set
forth in the notice calling the meeting, unless one of the conditions for the
holding of a meeting without notice set forth in Section 1.05 shall be
satisfied, in which case any business may be transacted and the meeting shall be
valid for all purposes.
Section 1.03 Place of Meetings. Any meeting of the stockholders of the
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corporation may be held at its registered office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by stockholders entitled to vote may
designate any place for the holding of such meeting.
Section 1.04 Notice of Meetings.
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(a) The president, a vice president, the secretary, an assistant
secretary or any other individual designated by the Board of Directors shall
sign and deliver written notice of any meeting at least ten (10) days, but not
more than sixty (60) days, before the date of such meeting. The notice shall
state the place, date and time of the meeting and the purpose or purposes for
which the meeting is called.
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(b) In the case of an annual meeting, any proper business may be
presented for action, except that action on any of the following items shall be
taken only if the general nature of the proposal is stated in the notice:
(1) Action with respect to any contract or transaction between
the corporation and one or more of its directors or officers or between the
corporation and any corporation, firm or association in which one or more of the
corporation's directors or officers is a director or officer or is financially
interested;
(2) Adoption of amendments to the Articles of Incorporation; or
(3) Action with respect to a merger, share exchange,
reorganization, partial or complete liquidation, or dissolution of the
corporation.
(c) A copy of the notice shall be personally delivered or mailed
postage prepaid to each stockholder of record entitled to vote at the meeting at
the address appearing on the records of the corporation, and the notice shall be
deemed delivered the date the same is deposited in the United States mail for
transmission to such stockholder. If the address of any stockholder does not
appear upon the records of the corporation, it will be sufficient to address any
notice to such stockholder at the registered office of the corporation.
(d) The written certificate of the individual signing a notice of
meeting, setting forth the substance of the notice or having a copy thereof
attached, the date the notice was mailed or personally delivered to the
stockholders and the addresses to which the notice was mailed, shall be prima
facie evidence of the manner and fact of giving such notice.
(e) Any stockholder may waive notice of any meeting by a signed
writing, either before or after the meeting.
Section 1.05 Meeting Without Notice.
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(a) Whenever all persons entitled to vote at any meeting consent,
either by:
(1) A writing on the records of the meeting or filed with the
secretary; or
(2) Presence at such meeting and oral consent entered on the
minutes; or
(3) Taking part in the deliberations at such meeting without
objection;
the doings of such meeting shall be as valid as if had at a meeting regularly
called and noticed.
(b) At such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time.
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(c) If any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of the meeting
may be ratified and approved and rendered likewise valid and the irregularity or
defect therein waived by a writing signed by all parties having the right to
vote at such meeting.
(d) Such consent or approval may be by proxy or power of attorney, but
all such proxies and powers of attorney must be in writing.
Section 1.06 Determination of Stockholders of Record.
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(a) For the purpose of determining the stockholders entitled to notice
of and 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 distribution or the 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 directors may fix, in
advance, a record date, which shall not be more than sixty (60) days nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action.
(b) If no record date is fixed, the record date for determining
stockholders: (i) entitled to notice of and 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; (ii) entitled to express
consent to corporate action in writing without a meeting shall be the day on
which the first written consent is expressed; and (iii) for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote an any 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 1.07 Quorum; Adjourned Meetings.
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(a) Unless the Articles of Incorporation provide for a different
proportion, stockholders holding at least a majority of the voting power of the
corporation's stock, represented in person or by proxy, are necessary to
constitute a quorum for the transaction of business at any meeting. If, on any
issue, voting by classes is required by the laws of the State of Nevada, the
Articles of Incorporation or these Bylaws, at least a majority of the voting
power within each such class is necessary to constitute a quorum of each such
class.
(b) If a quorum is not represented, a majority of the voting power so
represented may adjourn the meeting from time to time until holders of the
voting power required to constitute a quorum shall be represented. At any such
adjourned meeting at which a quorum shall be represented, any business may be
transacted which might have been transacted as originally called. When a
stockholders' meeting is adjourned to another time or place hereunder, notice
need not be, given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. The stockholders
present at a duly convened meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum of the voting power.
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Section 1.08 Voting.
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(a) Unless otherwise provided in the Articles of Incorporation, or in
the resolution providing for the issuance of the stock adopted by the Board of
Directors pursuant to authority expressly vested in it by the provisions of the
Articles of Incorporation, each stockholder of record, or such stockholder's
duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for
each share of voting stock standing registered in such stockholder's name on the
record date.
(b) Except as otherwise provided herein, all votes with respect to
shares standing in the name of an individual on the record date (including
pledged shares) shall be cast only by that individual or such individual's duly
authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting
trust. With respect to shares held by a representative of the estate of a
deceased stockholder, guardian, conservator, custodian or trustee, votes may be
cast by such holder upon proof of capacity, even though the shares do not stand
in the name of such holder. In the case of shares under the control of a
receiver, the receiver may cast votes carried by such shares even though the
shares do not stand in the name of the receiver; provided, that the order of the
court of competent jurisdiction which appoints the receiver contains the
authority to cast votes carried by such shares. If shares stand in the name of a
minor, votes may be cast only by the duly appointed guardian of the estate of
such minor if such guardian has provided the corporation with written proof of
such appointment.
(c) With respect to shares standing in the name of another
corporation, partnership, limited liability company or other legal entity on the
record date, votes may be cast: (i) in the case of a corporation, by such
individual as the bylaws of such other corporation prescribe, by such individual
as may be appointed by resolution of the board of directors of such other
corporation or by such individual (including the officer making the
authorization) authorized in writing to do so by the Chairman, president or any
vice president of such corporation and (ii) in the case of a partnership,
limited liability company or other legal entity, by an individual representing
such stockholder upon presentation to the corporation of satisfactory evidence
of his authority to do so.
(d) Notwithstanding anything to the contrary herein contained, no
votes may be cast for shares owned by this corporation or its subsidiaries, if
any. If shares are held by this corporation or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and exercises
either a right to vote or to give the corporation holding the same binding
instructions on how to vote.
(e) Any holder of shares entitled to vote on any matter may cast a
portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.
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(f) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a stockholder voting agreement
or otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship in respect to the same shares, votes may
be cast in the following manner:
(1) If only one person votes, the vote of such person binds all.
(2) If more than one person casts votes, the act of the majority
so voting binds all.
(3) If more than one person casts votes, but the vote is evenly
split on a particular matter, the votes shall be deemed cast proportionately, as
split.
(g) If a quorum is present, unless the Articles of Incorporation
provide for a different proportion, the affirmative vote of holders of at least
a majority of the voting power represented at the meeting and entitled to vote
on any matter shall be the act of the stockholders, unless voting by classes is
required for any action of the stockholders by the laws of the State of Nevada,
the Articles of Incorporation or these Bylaws, in which case the affirmative
vote of holders of a least a majority of the voting power of each such class
shall be required.
Section 1.09 Proxies. At any meeting of stockholders, any holder of shares
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entitled to vote may designate, in a manner permitted by the laws of the State
of Nevada, another person or persons to act as a proxy or proxies. No proxy is
valid after the expiration of six (6) months from the date of its creation,
unless it is coupled with an interest or unless otherwise specified in the
proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its creation. Every proxy shall continue in full force and effect until
its expiration or revocation in a manner permitted by the laws of the State of
Nevada.
Section 1.10 Order of Business. At the annual stockholder's meeting, the
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regular order of business shall be as follows:
1. Determination of stockholders present and existence of quorum, in
person or by proxy;
2. Reading and approval of the minutes of the previous meeting or
meetings;
3. Reports of the Board of Directors, and, if any, the president,
treasurer and secretary of the corporation;
4. Reports of committees;
5. Election of directors,
6. Unfinished business;
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7. New business;
8. Adjournment.
Section 1.11 Absentees' Consent to Meetings. Transactions of any meeting of
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the stockholders are as valid as though had at a meeting duly held after regular
call and notice if a quorum is represented, either in person or by proxy, and
if, either before or after the meeting, each of the persons entitled to vote,
not represented in person or by proxy (and those who, although present, either
object at the beginning of the meeting to the transaction of any business
because the meeting has not been lawfully called or convened or expressly object
at the meeting to the consideration of matters not included in the notice which
are legally required to be included therein), signs a written waiver of notice
and/or consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person objects at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters not properly included in the notice if such objection
is expressly made at the time any such matters are presented at the meeting.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of stockholders need be specified in any written waiver of
notice or consent, except as otherwise provided in Section 1.04(a) and (b) of
these Bylaws.
Section 1.12 Telephonic Meetings. Stockholders may participate in a meeting
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of the stockholders by means of a telephone conference or similar method of
communication by which all individuals participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section 1.12 constitutes
presence in person at the meeting.
Section 1.13 Action Without Meeting. Any action required or permitted to be
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taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by the holders of the voting power of the
corporation that would be required at a meeting to constitute the act of the
stockholders. Whenever action is taken by written consent, a meeting of
stockholders need not be called or notice given. The written consent may be
signed in counterparts and must be filed with the minutes of the proceedings of
the stockholders.
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure, and Qualifications. Unless a larger number is
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required by the laws of the State of Nevada or the Articles of Incorporation or
until changed in the manner provided herein, the Board of Directors of the
corporation shall consist of at least one (1) individual who shall be elected at
the annual meeting of the stockholders of the corporation and who shall hold
office for one (1) year or until his or her successor or successors are elected
and qualify. A director need not be a stockholder of the corporation.
Section 2.02 Change In Number. Subject to any limitations in the laws of
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the State of Nevada, the Articles of Incorporation or these Bylaws, the number
of directors may be changed from time to time by resolution adopted by the Board
of Directors or the stockholders.
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Section 2.03 Reduction In Number. No reduction of the number of directors
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shall have the effect of removing any director prior to the expiration of his
term of office.
Section 2.04 Resignation. Any director may resign effective upon giving
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written notice to the Chairman, the president, the secretary, or in the absence
of all of them, any other officer, unless the notice specifies a later time for
effectiveness of such resignation. A majority of the remaining directors, though
less than a quorum, may appoint a successor to take office when the resignation
becomes effective, each director so appointed to hold office during the
remainder of the term of office of the resigning director.
Section 2.05 Removal.
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(a) The Board of Directors of the corporation, by majority vote, may
declare vacant the office of a director who has been declared incompetent by an
order of a court of competent jurisdiction or convicted of a felony.
(b) Any director may be removed from office by the vote or written
consent of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding stock entitled to vote, except that if the
corporation's Articles of Incorporation provide for the election of directors by
cumulative voting, no director may be removed from office except upon the vote
of stockholders owning sufficient shares to have prevented such director's
election to office in the first instance.
Section 2.06 Vacancies.
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(a) All vacancies, including those caused by an increase in the
number of directors, may be filled by a majority of the remaining directors,
though less than a quorum, unless it is otherwise provided in the Articles of
Incorporation unless, in the case of removal of a director, the stockholders by
a majority of voting power shall have appointed a successor to the removed
director. Subject to the provisions of Subsection (b) below, (i) in the case of
the replacement of a director, the appointed director shall hold office during
the remainder of the term of office of the replaced director, and (ii) in the
case of an increase in the number of directors, the appointed director shall
hold office until the next meeting of stockholders at which directors are
elected.
(b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total voting power
entitled to vote may call a special meeting of the stockholders to elect the
entire Board of Directors. The term of office of any director shall terminate
upon such election of a successor.
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Section 2.07 Annual and Regular Meetings. Immediately following the
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adjournment of, and at the same place as, the annual or any special meeting of
the stockholders at which directors are elected other than pursuant to Section
2.06 of this Article, the Board of Directors, including directors newly elected,
shall hold its annual meeting without notice, other than this provision, to
elect officers and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place, date,
and hour for holding regular meetings between annual meetings.
Section 2.08 Special Meetings. Special meetings of the Board of Directors
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may be called by the Chairman, or if there be no Chairman, by the president or
secretary, and shall be called by the Chairman, the president or the secretary
upon the request of any two (2) directors. If the Chairman, or if there be no
Chairman, both the president and secretary, refuses or neglects to call such
special meeting, a special meeting may be called by notice signed by any two (2)
directors.
Section 2.09 Place of Meetings. Any regular or special meeting of the
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directors of the corporation may be held at such place as the Board of
Directors, or in the absence of such designation, as the notice calling such
meeting, may designate. A waiver of notice signed by directors may designate any
place for the holding of such meeting.
Section 2.10 Notice of Meetings. Except as otherwise provided in Section
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2.07, there shall be delivered to all directors, at least forty-eight (48) hours
before the time of such meeting, a copy of a written notice of any meeting by
delivery of such notice personally by mailing such notice postage prepaid or by
telegram. Such notice shall be addressed in the manner provided for notice to
stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered
two (2) business days following the date the same is deposited in the United
States mail, postage prepaid. Any director may waive notice of any meeting, and
the attendance of a director at a meeting and oral consent entered on the
minutes of such meeting shall constitute waiver of notice of the meeting unless
such director objects, prior to the transaction of any business, that the
meeting was not lawfully called or convened. Attendance for the express purpose
of objecting to the transaction of business because the meeting was not properly
called or convened shall not constitute presence nor a waiver of notice for
purposes hereof.
Section 2.11 Quorum; Adjourned Meetings.
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(a) A majority of the directors in office, at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of business.
(b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.
Section 2.12 Board of Directors' Decisions. The affirmative vote of a
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majority of the directors present at a meeting at which a quorum is present is
the act of the Board of Directors.
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Section 2.13 Telephonic Meetings. Members of the Board of Directors or of
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any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or such committee by means of a telephone conference
or similar method of communication by which all persons participating in such
meeting can hear each other. Participation in a meeting pursuant to this Section
2.13 constitutes presence in person at the meeting.
Section 2.14 Action Without Meeting. Any action required or permitted to be
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taken at a meeting of the Board of Directors or of a committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all of the members of the Board of Directors or the
committee. The written consent may be signed in counterparts and must be filed
with the minutes of the proceedings of the Board of Directors or committee.
Section 2.15 Powers and Duties.
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(a) Except as otherwise restricted in the laws of the State of Nevada
or the Articles of Incorporation, the Board of Directors has full control over
the affairs of the corporation. The Board of Directors may delegate any of its
authority to manage, control or conduct the business of the corporation to any
standing or special committee or to any officer or agent and to appoint any
persons to be agents of the corporation with such powers, including the power to
subdelegate, and upon such terms as may be deemed fit.
(b) The Board of Directors may present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the
stockholders at an annual meeting or a special meeting of the stockholders shall
so present, a full and clear report of the condition of the corporation.
(c) The Board of Directors, in its discretion, may submit any contract
or act for approval or ratification at any annual meeting of the stockholders or
any special meeting properly called for the purpose of considering any such
contract or act, provided a quorum is present.
Section 2.16 Compensation. The directors and members of committees shall be
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allowed and paid all necessary expenses incurred in attending any meetings of
the Board of Directors or committees. Subject to any limitations contained in
the laws of the State of Nevada, the Articles of Incorporation or any contract
or agreement to which the corporation is a party, directors may receive
compensation for their services as directors as determined by the Board of
Directors, but only during such times as the corporation may legally declare and
pay distributions on its stock, unless the payment of such compensation is first
approved by the stockholders entitled to vote for the election of directors.
Section 2.17 Board of Directors' Officers Chairman; Presiding Over
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Meetings.
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(a) At its annual meeting, the Board of Directors may elect, from
among its members, a Chairman, who shall preside at meetings of the Board of
Directors and may, if the stockholders so determine, preside at the meetings of
the stockholders. If no Chairman is elected, or if the stockholders determine
that the Chairman shall not preside at a meeting of the stockholders, or if the
Chairman elects not to preside at such a meeting or is absent, the stockholders
or Board of Directors, as applicable, may appoint a chairman, who need not be a
stockholder or from among the
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members of the Board (as applicable), who may preside over such meeting or, in
the absence of any such appointment, the president shall preside at such
meeting. The Board of Directors shall also elect such other officers of the
Board of Directors and for such term as it may, from time to time, determine
advisable.
(b) Any vacancy in any office of the Board of Directors because of
death, resignation, removal or otherwise may be filled by the Board of Directors
for the unexpired portion of the term of such office.
Section 2.18 Order of Business. The order of business at any meeting of the
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Board of Directors shall be as follows:
1. Determination of members present and existence of quorum;
2. Reading and approval of the minutes of any previous meeting or
meetings;
3. Reports of officers and committeemen;
4. Election of officers (annual meeting);
5. Unfinished business;
6. New business;
7. Adjournment.
ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its annual meeting, shall
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elect a president, a secretary and a treasurer to hold office for a term of one
(1) year or until their successors are chosen and qualify. Any individual may
hold two or more offices. The Board of Directors may, from time to time, by
resolution, elect a chief executive officer and one or more vice presidents,
assistant secretaries and assistant treasurers and appoint agents of the
corporation, prescribe their duties and fix their compensation.
Section 3.02 Removal; Resignation. Any officer or agent elected or
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appointed by the Board of Directors may be removed by it with or without cause.
Any officer may resign at any time upon written notice to the corporation. Any
such removal or resignation shall be subject to the rights, if any, of the
respective parties under any contract between the corporation and such officer
or agent.
Section 3.03 Vacancies. Any vacancy in any office because of death,
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resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.
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Section 3.04 President; Chief Executive Officer.
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(a) The president may also be the chief executive officer of the
corporation, or, if the Chairman or any other individual has been designated as
the chief executive officer, the president may be the chief operations officer
of the corporation, in either case subject to the supervision and control of the
Board of Directors. The president shall direct the corporate affairs, with full
power to execute all resolutions and orders of the Board of Directors not
expressly delegated to some other officer or agent of the corporation.
(b) The president shall have full power and authority on behalf of the
corporation to attend and to act and to vote, or designate such other officer or
agent of the corporation to attend and to act and to vote, at any meetings of
the stockholders of any corporation in which the corporation may hold stock and,
at any such meetings, shall possess and may exercise any and all rights and
powers incident to the ownership of such stock. The Board of Directors, by
resolution from time to time, may confer like powers on any person or persons in
place of the president to exercise such powers for these purposes.
(c) The chief executive officer shall perform such duties as usually
pertain to the position of chief executive officer and such duties as may be
prescribed by the Board of Directors.
Section 3.05 Vice Presidents. The Board of Directors may elect one or more
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vice presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act and
such other duties as shall be prescribed by the Board of Directors or the
president.
Section 3.06 Secretary. The secretary shall keep, or cause to be kept, the
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minutes of proceedings of the stockholders and the Board of Directors in books
provided for that purpose. The secretary shall attend to the giving and service
of all notices of the corporation, may sign with the president in the name of
the corporation all contracts in which the corporation is authorized to enter,
shall have the custody or designate control of the corporate seal, shall affix
the corporate seal to all certificates of stock duly issued by the corporation,
shall have charge or designate control of stock certificate books, transfer
books and stock ledgers, and such other books and papers as the Board of
Directors or appropriate committee may direct, and shall, in general, perform
all duties incident to the office of the secretary.
Section 3.07 Assistant Secretaries. The Board of Directors may appoint one
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or more assistant secretaries who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the secretary.
Section 3.08 Treasurer. The treasurer shall be the chief financial officer
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of the corporation, subject to the supervision and control of the Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of Directors, the treasurer may sign with the president
all bills of exchange and promissory notes of the corporation, shall also have
the care and
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custody of the stocks, bonds, certificates, vouchers, evidence of debts,
securities, and such other property belonging to the corporation as the Board of
Directors shall designate, and shall sign all papers required by law, by these
Bylaws, or by the Board of Directors to be signed by the treasurer. The
treasurer shall enter, or cause to be entered, regularly in the financial
records of the corporation, to be kept for that purpose, full and accurate
accounts of all monies received and paid on account of the corporation and,
whenever required by the Board of Directors, the treasurer shall render a
statement of any or all accounts. The treasurer shall at all reasonable times
exhibit the books of account to any director of the corporation and shall
perform all acts incident to the position of treasurer subject to the control of
the Board of Directors. The treasurer shall, if required by the Board of
Directors, give bond to the corporation in such sum and with such security as
shall be approved by the Board of Directors for the faithful performance of all
the duties of treasurer and for restoration to the corporation, in the event of
the treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property in the treasurer's
custody or control and belonging to the corporation. The expense of such bond
shall be borne by the corporation.
Section 3.09 Assistant Treasurers. The Board of Directors may appoint one
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or more assistant treasurers who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the treasurer. The Board of
Directors may require an assistant treasurer to give a bond to the corporation
in such sum and with such security as it may approve, for the faithful
performance of the duties of assistant treasurer, and for restoration to the
corporation, in the event of the assistant treasurer's death, resignation,
retirement or removal from office, of all books, records, papers, vouchers,
money and other property in the assistant treasurer's custody or control and
belonging to the corporation. The expense of such bond shall be borne by the
corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of the corporation's authorized stock shall,
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subject to any provisions or limitations of the laws of the State of Nevada, the
Articles of Incorporation or any contracts or agreements to which the
corporation may be a party, be issued in such manner, at such times, upon such
conditions and for such consideration as shall be prescribed by the Board of
Directors.
Section 4.02 Certificates. Ownership in the corporation shall be evidenced
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by certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, shall be under the seal of the corporation and shall be
manually signed by the president or a vice president and also by the secretary
or an assistant secretary; provided, however, whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of said officers of the
corporation may be printed or lithographed upon the certificate in lieu of the
actual signatures. If the Corporation uses facsimile signatures of its officers
on its stock certificates, it shall not act as registrar of its own stock, but
its transfer agent and registrar may be identical if the institution acting in
those dual capacities countersigns any stock certificates in both capacities.
Each certificate shall contain the name of the record holder, the number,
designation, if any, class or series of shares represented, a statement or
summary of any applicable rights, preferences, privileges or restrictions
thereon, and a statement, if applicable, that the shares are assessable. All
certificates shall be consecutively numbered. If provided by the stockholder,
the
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name, address and federal tax identification number of the stockholder, the
number of shares, and the date of issue shall be entered in the stock transfer
records of the corporation.
Section 4.03 Surrendered; Lost or Destroyed Certificates. All certificates
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surrendered to the corporation, except those representing shares of treasury
stock, shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefor. However, any stockholder applying for the issuance of a stock
certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and, if required by the Board of Directors, an
indemnity bond in an amount not less than twice the current market value of the
stock, and upon such terms as the treasurer or the Board of Directors shall
require which shall indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a replacement
certificate.
Section 4.04 Replacement Certificate. When the Articles of Incorporation
-----------------------
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, in the discretion of the Board of Directors,
including, without limitation, the merger of the corporation with another
corporation or the reorganization of the corporation, to cancel any outstanding
certificate for shares and issue a new certificate therefor conforming to the
rights of the holder, the Board of Directors may order any holders of
outstanding certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors. The
order may provide that a holder of any certificate(s) ordered to be surrendered
shall not be entitled to vote, receive distributions or exercise any other
rights of stockholders of record until the holder has complied with the order,
but the order operates to suspend such rights only after notice and until
compliance.
Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
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against the corporation except on surrender and cancellation of the certificates
therefor accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer in the records of the
corporation.
Section 4.06 Transfer Agent; Registrars. The Board of Directors may appoint
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one or more transfer agents, transfer clerk and registrars of transfer and may
require all certificates for shares of stock to bear the signature of such
transfer agent, transfer clerk and/or registrar of transfer.
Section 4.07 Stock Transfer Records. The stock transfer records shall be
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closed for a period of at least ten (10) days prior to all meetings of the
stockholders and shall be closed for the payment of distributions as provided in
Article V hereof and during such periods as, from time to time, may be fixed by
the Board of Directors, and, during such periods, no stock shall be transferable
for purposes of Article V and no voting rights shall be deemed transferred
during such periods. Subject to the forgoing limitations, nothing contained
herein shall cause transfers during such periods to be void or voidable.
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Section 4.08 Miscellaneous. The Board of Directors shall have the power and
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authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the corporation's stock.
ARTICLE V
DISTRIBUTIONS
Section 5.01 Distributions may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record date, as provided in Section 1.06, prior to the
distribution for the purpose of determining stockholders entitled to receive any
distribution. The Board of Directors may close the stock transfer books for such
purpose for a period of not more than ten (10) days prior to the date of such
distribution.
ARTICLE VI
RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS
Section 6.01 Records. All original records of the corporation shall be kept
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by or under the direction of the secretary or at such places as may be
prescribed by the Board of Directors.
Section 6.02 Directors' and Officers' Right of Inspection. Every director
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and officer shall have the absolute right at any reasonable time for a purpose
reasonably related to the exercise of such individual's duties to inspect and
copy all of the corporation's books, records, and documents of every kind and to
inspect the physical properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or attorney.
Section 6.03 Corporate Seal. The Board of Directors may, by resolution,
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authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.
Section 6.04 Fiscal Year-End. The fiscal year-end of the corporation shall
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be such date as may be fixed from time to time by resolution of the Board of
Directors.
Section 6.05 Reserves. The Board of Directors may create, by resolution,
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such reserves as the directors may, from time to time, in their discretion,
think proper to provide for contingencies, or to equalize distributions or to
repair or maintain any property of the corporation, or for such other purpose as
the Board of Directors may deem beneficial to the corporation, and the directors
may modify or abolish any such reserves in the manner in which they were
created.
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ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification and Insurance.
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(a) Indemnification of Directors and Officers.
-----------------------------------------
(i) For purposes of this Article, (A) "Indemnitee" shall mean
each director or officer who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any Proceeding (as hereinafter defined),
by reason of the fact that he or she is or was a director or officer of the
corporation or is or was serving in any capacity at the request of the
corporation as a director, officer, employee, agent, partner, or fiduciary of,
or in any other capacity for, another corporation or any partnership, joint
venture, trust, or other enterprise; and (B) "Proceeding" shall mean any
threatened, pending or completed action or suit (including without limitation an
action, suit or proceeding by or in the right of the corporation), whether
civil, criminal, administrative or investigative.
(ii) Each Indemnitee shall be indemnified and held harmless by
the corporation for all actions taken by him or her and for all omissions
(regardless of the date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss (including
without limitation attorneys' fees, judgments, fines, taxes, penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding.
(iii) Indemnification pursuant to this Section shall continue as
to an Indemnitee who has ceased to be a director or officer and shall inure to
the benefit of his or her heirs, executors and administrators.
(b) Indemnification of Employees and Other Persons.
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The corporation may, by action of its Board of Directors and to
the extent provided in such action, indemnify employees and other persons as
though they were Indemnitees.
(c) Non-Exclusivity of Rights.
-------------------------
The rights to indemnification provided in this Article shall not
be exclusive of any other rights that any person may have or hereafter acquire
under any statute, provision of the corporation's Articles of Incorporation or
Bylaws, agreement, vote of stockholders or directors, or otherwise.
(d) Insurance.
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The corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses incurred by him
or her in his or her capacity
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as a director, officer, employee or agent, or arising out of his or her status
as such, whether or not the corporation has the authority to indemnify him or
her against such liability and expenses.
(e) Other Financial Arrangements.
----------------------------
The other financial arrangements which may be made by the
corporation may include the following (i) the creation of a trust fund; (ii) the
establishment of a program of self-insurance; (iii) the securing of its
obligation of indemnification by granting a security interest or other lien on
any assets of the corporation; (iv) the establishment of a letter of credit,
guarantee or surety. No financial arrangement made pursuant to this subsection
may provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for
intentional misconduct, fraud, or a knowing violation of law, except with
respect to advancement of expenses or indemnification ordered by a court.
(f) Other Matters Relating to Insurance or Financial Arrangements.
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Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person approved by the Board of Directors, even if all or part of the other
person's stock or other securities is owned by the corporation. In the absence
of fraud:
(i) the decision of the Board of Directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and
(ii) the insurance or other financial arrangement:
(A) is not void or voidable; and
(B) does not subject any director approving it to personal
liability for his action, even if a director approving
the insurance or other financial arrangement is a
beneficiary of the insurance or other financial
arrangement.
Section 7.02 Amendment. The provisions of this Article VII relating to
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indemnification shall constitute a contract between the corporation and each of
its directors and officers which may be modified as to any director or officer
only with that person's consent or as specifically provided in this Section.
Notwithstanding any other provision of these Bylaws relating to their amendment
generally, any repeal or amendment of this Article which is adverse to any
director or officer shall apply to such director or officer only on a
prospective basis and shall not limit the rights of an Indemnitee to
indemnification with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other provision of
these Bylaws (including, without limitation, Article VIII below), no repeal or
amendment of these Bylaws shall affect any or all of this Article VII so as to
limit or reduce the indemnification in any manner unless adopted by (a) the
unanimous vote of the directors of the corporation then serving, or (b) by the
stockholders as set forth in Article VIII hereof; provided that no such
amendment shall have a retroactive effect inconsistent with the preceding
sentence.
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ARTICLE VIII
AMENDMENT OR REPEAL
Section 8.01 Amendment or Repeal. Except as otherwise restricted in the
-------------------
Articles of Incorporation or these Bylaws:
(a) Any provision of these Bylaws may be altered, amended or repealed
by the Board of Directors at the annual of the Board of Directors without prior
notice, or at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal be contained in the notice of such special
meeting.
(b) These Bylaws may also be altered, amended, or repealed at a duly
convened meeting of the stockholders by the affirmative vote of the holders of
51% of the voting power of the corporation entitled to vote. The stockholders
may provide by resolution that any Bylaw provision altered, amended or repealed
by them, or any Bylaw provision adopted by them, may not be altered, amended or
repealed by the Board of Directors.
ARTICLE IX
CHANGES IN NEVADA LAW
Section 9.01 Changes in Nevada Law. References in these Bylaws to Nevada
---------------------
law or to any provision thereof shall be to such law as it existed on the date
these Bylaws were adopted or as such law thereafter may be changed; provided
that (a) in the case of any change which expands the liability of directors or
officers or limits the indemnification rights or the rights to advancement of
expenses which the corporation may provide in Article VII hereof, the rights to
limited liability, to indemnification and to the advancement of expenses
provided in the corporation's Articles of Incorporation and/or these Bylaws
shall continue as theretofore to the extent permitted by law; and (b) if such
change permits the corporation, without the requirement of any further action by
stockholders or directors, to limit further the liability of directors or
officers or to provide broader indemnification rights or rights to the
advancement of expenses than the corporation was permitted to provide prior to
such change, then liability thereupon shall be so limited and the rights to
indemnification and the advancement of expenses shall be so broadened to the
extent permitted by law.
CERTIFICATION
The undersigned duly elected secretary of the corporation, does hereby
certify that the foregoing Bylaws were adopted by the Board of Directors on the
22nd day of November, 1999.
/s/ Allan B. Solomon
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Allan B. Solomon, Secretary
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