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EXHIBIT 3.4
BY-LAWS
OF
THE RESORT AT SUMMERLIN, INC., A NEVADA CORPORATION
ARTICLE I: MEETING OF SHAREHOLDERS
SECTION 1. The annual meeting of the shareholders of the corporation
shall be held at 10:00 o'clock a.m. in the offices of the corporation, on a day
in the first four (4) months of each year to be fixed by the Board of Directors,
except that for good and sufficient reason, the meeting may be postponed by the
Board of Directors for any period of time not to exceed sixty (60) days beyond
the fixed date, 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 be brought before the meeting.
At least ten (10) days' written notice specifying and
confirming the date, time and place of the annual meeting of shareholders shall
be mailed (by depositing same in the U.S. mails), addressed to each of the
shareholders of record at the time of issuing the notice (unless a different
record date is specified pursuant to Nevada Revised Statutes ("N.R.S.") ss.
78.350) at his, her or its address last known, as the same appears on the books
of the corporation.
SECTION 2. Special meetings of the shareholders may be held at the
office of the corporation in the State of Nevada, or elsewhere, whenever called
by the President, by the Board of Directors or by vote of, or by an instrument
in writing signed by the holders of at least a majority of the issued and
outstanding shares of capital stock of the corporation. At least ten (10) (but
not more than sixty (60)) days' written notice of such meeting, specifying the
date, time and place of such meeting, and the objects and purposes for calling
the same, shall be deposited in the U.S. mails and addressed to each of the
shareholders of record at the time of issuing the notice (unless a different
record date is specified pursuant to N.R.S. ss. 78.350), at his, her or its
address last known, as the same appears on the books of the corporation.
SECTION 3. If all the shareholders of the corporation shall waive
notice of a meeting, no notice of such meeting shall be required, and whenever
all of the shareholders shall meet in person or by proxy, such meeting shall be
valid for all purposes without call or notice, and at such meeting any corporate
action may be taken.
The written certificate of the officer or officers calling any
meeting setting forth the substance of the notice, the time and place of the
mailing of the same to the several shareholders and the respective addresses to
which the same were mailed shall be prima facie evidence of the manner and fact
of the calling and giving of such notice.
If the address of any shareholder does not appear upon the
books of the corporation, it will be sufficient to address any notice to such
shareholder at the registered office of the corporation.
SECTION 4. All business lawful to be transacted by the shareholders of
the corporation, may be transacted at any special meeting or at any adjournment
thereof. Only such business, however, shall be acted upon at any special meeting
of the shareholders as shall have been referred to in the notice calling such
meeting, but at any shareholders' meeting at which all of the
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outstanding shares of capital stock of the corporation is represented, either in
person or by proxy, any lawful business may be transacted and such meeting shall
be valid for all purposes.
SECTION 5. At the shareholders' meetings, the holders of a majority
percentage of the entire issued and outstanding capital stock of the corporation
shall constitute a quorum for all purposes of such meetings.
If the holders of the amount of stock necessary to constitute
a quorum shall fail to attend, in person or by proxy, at the time and place
fixed by these By-Laws for any annual meeting, or fixed by a notice as above
provided for a special meeting, a majority in interest of the shareholders
present in person or by proxy may adjourn from time to time without notice other
than by announcement at the meeting until holders of the amount of stock
requisite to constitute a quorum shall attend. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted as originally called.
SECTION 6. At each meeting of the shareholders, every shareholder shall
be entitled to vote in person or by his or her duly authorized proxy appointed
by instrument in writing subscribed by such shareholder or by his or her duly
authorized attorney. Each shareholder shall have one vote for each share of
outstanding stock registered in his, her or its name on the books of the
corporation, ten (10) days preceding the day of such meeting. The votes for
directors and upon demand by any shareholder, the votes upon any question before
the meeting, shall be by viva voce. Shareholders may participate in a meeting of
shareholders by means of a telephone conference or similar method of
communication by which all persons participating in the meeting can hear each
other and such participation shall constitute presence in person at the meeting.
At each meeting of the shareholders, a full, true and complete
list, in alphabetical order, of all the shareholders entitled to vote at such
meeting, indicating the number of shares held by each, certified by the
Secretary of the corporation shall be furnished, which list shall be prepared at
least ten (10) days before such meeting and shall be open to the inspection of
the shareholders, their agents or proxies, at the place where such meeting is to
be held, and for ten (10) days prior thereto. Only the persons in whose names
shares of stock are registered on the books of the corporation for ten (10) days
preceding the date of such meeting, as evidenced by the list of shareholders,
shall be entitled to vote at such meeting. Proxies and powers of attorney to
vote must be filed with the Secretary of the corporation before any meeting of
the shareholders or they cannot be used at, or for purposes of, such meeting.
SECTION 7. At each meeting of the shareholders, the polls shall be
opened and closed; the proxies and ballots shall be issued, received and taken
charge of; for the purpose of the meeting all questions regarding the
qualifications of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by two (2) inspectors. Such inspectors shall
be appointed at the meeting by the presiding officer of the meeting.
SECTION 8. At each meeting of the shareholders, the regular order of
business shall be as follows:
a Reading and approval of the Minutes of the previous
meeting or meetings;
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b Reports of the Board of Directors, President,
Treasurer and Secretary of the corporation in the
order named;
c Reports of Committees;
d Election of Directors;
e Unfinished Business;
f New Business;
g Adjournment.
SECTION 9. Any action which may be taken by the vote of shareholders at
a meeting may be taken without a meeting if authorized by the written consent of
shareholders holding at least a majority of the voting power, except that if any
greater proportion of voting power is required for such an action at a meeting,
then that greater proportion of written consents is required. In no instance
where action is authorized by written consent need a meeting of shareholders be
called or noticed.
ARTICLE II: DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the corporation shall consist of
one (1) to seven (7) persons who shall be chosen by the shareholders annually,
at the annual meeting of the shareholders of the corporation and who shall hold
office for one (1) year and until their successors are elected and qualify. The
number of directors serving on the Board in any given year shall be determined
by the shareholders at the annual meeting of the shareholders of the
corporation.
SECTION 2. When any vacancy occurs among the directors by reason of
death, resignation, disqualification or other cause, the shareholders, at any
regular or special meeting, or at any adjourned meeting thereof, or the
remaining directors, by the affirmative vote of a majority thereof, shall elect
a successor to hold office for the unexpired portion of the term of the director
whose place shall have become vacant and until his or her successor shall have
been elected and shall qualify.
SECTION 3. The election of the members of the Board of Directors shall
take place at the annual meeting of the shareholders of the corporation (or by
written consent of the shareholders in lieu of such annual meeting); provided,
however, that if, for any reason, the directors may be elected at any special
meeting of the shareholders which is called and held for that purpose.
SECTION 4. Meetings of the Board of Directors may be held at the
registered office of the corporation in the State of Nevada, or elsewhere, at
such place or places as the Board of Directors may, from time to time,
determine. Notice of such regular meetings shall be mailed to each director by
the Secretary at least three (3) days previous to the day fixed for such
meetings, but no regular meeting shall be held void or invalid if such notice is
not given, provided the meeting is duly held at the time and place fixed by
these By-Laws for holding such regular meetings.
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Special meetings of the Board of Directors may be held on the
call of the President or Secretary on at least three (3) days' notice by mail or
telegraph.
Any meeting of the Board, no matter where held, at which all
of the members shall be present, even though without notice or notice of which
shall have been waived by all absentees, provided a quorum shall be present,
shall be valid for all purposes unless otherwise indicated in the notice calling
the meeting or in the waiver of notice.
Any and all business may be transacted by any meeting of the
Board of Directors, either regular or special.
SECTION 3. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there be less than a quorum present, a majority of those present may
adjourn from time to time, until a quorum shall be present and no notice of such
adjournment shall be required. The Board of Directors may prescribe rules not in
conflict with these By-Laws for the conduct of its business; provided, however,
that in the fixing of salaries of the officers of the corporation, the unanimous
action of all of the directors shall be required.
SECTION 4. A director need not be a shareholder of the corporation.
SECTION 5. The directors shall be allowed and paid all necessary
expenses incurred in attending any meeting of the Board, but shall not receive
any compensation for their services as directors until such time as the
corporation is able to declare and pay dividends on its capital stock.
SECTION 6. The Board of Directors shall make a report to the
shareholders at the annual meetings of the shareholders of the condition of the
corporation, and shall at request, furnish each of the shareholders with a true
copy thereof.
The Board of Directors in its discretion may submit any
contract or act for approval or ratification at any meeting of the shareholders
called for the purpose of considering any such contract or act, which, if
approved or ratified by the vote of the holders of a majority of the capital
stock of the corporation represented in person or by proxy, shall be valid and
binding upon the corporation and upon all the shareholders thereof, as if it had
been approved or ratified by every shareholder of the corporation.
SECTION 7. The Board of Directors shall have full control over the
affairs of the corporation, except as otherwise provided by applicable law or by
the Articles of Incorporation of the corporation. The Board may, from time to
time, delegate any of the powers of the Board, in the course of the current
business of the corporation, to any standing or special committee of the Board
of Directors. Each such standing or special committee must include at least one
(1) member of the Board of Directors.
SECTION 8. The regular order of business at meetings of the Board of
Directors shall be as follows:
a Reading and approval of the minutes of the previous
meeting or meetings;
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b Reports of officers and committeemen;
c Election of officers;
d Unfinished business;
e New business;
f Adjournment.
SECTION 9. 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 a written consent thereto is signed by all the members of the Board
or of such committee. Such written consent shall be filed with the minutes of
proceedings of the Board or committee.
SECTION 10. Members of the Board of Directors, or of any committee
designated by the Board, may participate in a meeting of the Board, or committee
by means of a conference telephone network or a similar communications method by
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section constitutes presence in
person at such meeting.
ARTICLE III: OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors shall elect a President, a Secretary
and a Treasurer, to hold office for one (1) year terms, and until their
successors are elected and qualify. The offices of the President, Secretary and
Treasurer may be held by one (1) person.
Any vacancy in any of said offices may be filled by the Board
of Directors.
The Board of Directors may from time to time, by resolution,
appoint such additional Vice Presidents and additional Assistant Secretaries,
Assistant Treasurers and Transfer Agents of the corporation as it may deem
advisable, prescribe their duties and fix their compensation. All such appointed
officers shall be subject to removal at any time by the Board of Directors. All
officers, agents and representatives of the corporation shall be chosen and
appointed in such manner and shall hold their office for such terms as the Board
of Directors may by resolution prescribe, except as otherwise provided herein.
SECTION 2. The President shall be the executive officer of the
corporation and shall have duty of supervision, control and management of the
day-to-day operation of the corporation, subject only to directions from the
Board of Directors with regard to the affairs of the corporation. The President
shall further have the full power to execute any and all documents for and on
behalf of the corporation, other than as specifically limited by the Board of
Directors of the corporation, including, but not limited to, the power to enter
into leases of real property, equipment, furniture and furnishings, to hire and
fire all personnel, to set and establish operational manuals and policies, to
enter into contracts as may be necessary for the day-to-day operations, to
establish lines of credit for the corporation and to establish accounts payable
thereof. The President shall be a member of the Board of Directors and shall be
a member and the Chairman of any Executive Committee of the Board that may be
established. The President shall preside at all meetings of the Board of
Directors
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and at all meetings of the shareholders and shall sign the Certificates of Stock
issued by the corporation. The President shall perform any and all other duties
as shall be prescribed by the Board of Directors.
SECTION 3. A Vice President shall be vested with all the powers and
shall perform all the duties of the President in his or her absence or inability
to act, including the signing of the Certificates of Stock issued by the
corporation and he or she shall so perform such other duties as shall be
prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have custody of all the funds and
securities of the corporation. When necessary or proper, he or she shall endorse
for collection, on behalf of the corporation, checks, notes and other
obligations; deposit all monies to the credit of the corporation in such bank or
banks or other depository as the Board of Directors may designate; sign all
receipts and vouchers for payments made by the corporation, except as herein
otherwise provided; sign with the President all bills of exchange and promissory
notes of the corporation; have the care and custody of the stocks, bonds,
certificates, vouchers, evidence of debts, securities and such other property
belonging to the corporation as the Board of Directors shall designate; sign all
papers required by law, these By-Laws or the Board of Directors to be signed by
the Treasurer; enter regularly in the books of the corporation (to be kept by
the Treasurer for this purpose) full and accurate accounts of all monies
received and paid by him or her on account of the corporation; at all reasonable
times, exhibit the books of account to any directors of the corporation during
business hours; and perform all acts incident to the position of Treasurer
subject to control of the Board of Directors. Whenever required by the Board of
Directors, the Treasurer shall render a statement of his or her cash account.
The Treasurer shall, if required by the Board of Directors,
give bond to the corporation conditioned for the faithful performance of all his
or her duties as Treasurer in such sum and with such security as shall be
approved by the Board of Directors, with expense of such bond to be borne by the
corporation.
SECTION 5. The Board of Directors may appoint an Assistant Treasurer
who shall have such powers and perform such duties as may be prescribed for him
or her by the Treasurer of the corporation or by the Board of Directors. The
Board of Directors shall require the Assistant Treasurer to give a bond to the
corporation, as conditioned for the faithful performance of his or her duties as
Assistant Treasurer, in such sum and with such security as it shall approve with
the expense of such bond to be borne by the corporation.
SECTION 6. The Secretary shall keep the minutes of all meetings of the
Board of Directors and the minutes of all meetings of the shareholders and of
the Executive Committee (if any) in books provided for that purpose. The
Secretary shall attend to the giving and serving of all notices of the
corporation; may sign with the President or Vice President, in the name of the
corporation, all contracts authorized by the Board of Directors or Executive
Committee; affix the corporate seal of the corporation thereto when so
authorized by the Board of Directors or Executive Committee; have the custody of
the corporate seal of the corporation; affix the corporate seal to all
Certificates of Stock duly issued by the corporation; he or she shall have
charge of Stock Certificate Books, Transfer Books, Stock Ledgers and such other
books and papers as the Board of Directors or the Executive Committee may
direct, all of which shall at all reasonable times be open to the
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examination of any director upon application at the office of the corporation
during business hours; and in general, perform all duties incident to the office
of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant Secretary
who shall have such powers and perform such duties as may be prescribed by the
Secretary of the corporation or by the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors, the
President shall have full power and authority on behalf of the corporation to
attend, and to act and to vote at, any meetings of the shareholders 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, and which as the owner thereof, the corporation might
have possessed and exercised if present. The Board of Directors, by resolution,
from time to time, may confer like powers on any person or persons in place of
the President.
ARTICLE IV: INDEMNIFICATION OF CORPORATE AGENTS;
PURCHASE OF LIABILITY INSURANCE
SECTION 1.Indemnification of Agents of the Corporation; Purchase of
Liability Insurance.
(a) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if he
or she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendre or its equivalent does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
that, with respect to any criminal action or proceeding, he or she had
reasonable cause to believe that his or her conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorney fees, actually and
reasonably incurred by him or her in connection with the defense or settlement
of the action or suit if he or she acted in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation. However, indemnification shall not be made for any claim, issue or
matter as to which such a person has been
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adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
(c) To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsection (a) or (b) or in
defense of any claim, issue or matter therein, he or she shall be indemnified by
the corporation against expenses, including attorney fees, actually and
reasonably incurred by him or her in connection with the defense.
(d) Any indemnification under subsection (a) or (b), unless
ordered by a court or advanced pursuant to subsection (e), shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination shall be made: (i) by the shareholders; (ii) by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding; or (iii) if a majority
vote of a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
(e) The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding shall be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this subsection (e) do not affect any
rights to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.
(f) The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this Article IV (i) does not exclude any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the Articles of Incorporation, the By-Laws or any
agreement, vote of shareholders or disinterested directors or otherwise, for
either an action in his or her official capacity or an action in another
capacity while holding his or her office, except that indemnification, unless
ordered by a court pursuant to subsection (b) or for the advancement of expenses
made pursuant to subsection (e), shall not be made to or on behalf of any
director or officer if a final adjudication establishes that his or her acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and were material to the cause of action and (ii) continues for a person who
has ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.
(g) 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
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her capacity 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. The other financial
arrangements made by the corporation may include any now or hereafter permitted
by applicable law.
(h) In the event that the Nevada Revised Statutes shall
hereafter permit or authorize indemnification by the corporation of the
directors, officers, employees or agents of the corporation for any reason or
purpose or in any manner not otherwise provided for in this Article IV, then
such directors, officers, employees and agents shall be entitled to such
indemnification by making written demand therefor upon the corporation. It being
the intention of this Article IV at all times to provide the most comprehensive
indemnification coverage to the corporation's directors, officers, employees and
agents as may now or hereafter be permitted by the Nevada General Corporation
Law.
(i) The foregoing indemnification provisions shall inure to
the benefit of all present and future directors, officers, employees and agents
of the corporation and all persons now or hereafter serving at the request of
the corporation as directors, officers, employees or agents of another
corporation, partnership, joint venture, trust or other enterprise and their
heirs, executors and administrators, and shall be applicable to all acts or
omissions to act of any such persons, whether such acts or omissions to act are
alleged to have or actually occurred prior to or subsequent to the adoption of
this Article IV.
SECTION 2.Vested Rights. Neither the amendment nor repeal of this
Article IV, nor the adoption of any provision of the Articles of Incorporation
or the By-Laws or of any statute inconsistent with this Article IV, shall
adversely affect any right or protection of a director, officer, employee or
agent of the corporation existing at the time of such amendment, repeal or
adoption of such inconsistent provision.
ARTICLE V: CAPITAL STOCK
SECTION 1. The capital stock of the corporation shall be issued in such
manner and at such times and upon such conditions as shall be prescribed by the
Board of Directors.
SECTION 2. Ownership of stock in the corporation shall be evidenced by
Certificates of Stock in such forms as shall be prescribed by the Board of
Directors, shall be under the seal of the corporation and signed by the
President or Vice President and also by the Secretary or by an Assistant
Secretary.
All certificates shall be consecutively numbered. The name of
the person owning the shares represented thereby with the number of such shares
and the date of issue shall be entered on the corporation's books.
No certificate shall be valid unless it is signed by the
President or Vice President and by the Secretary or Assistant Secretary.
All certificates surrendered to the corporation shall be
canceled and no new certificate shall be issued until the former certificate for
the same number of shares shall have been surrendered or canceled.
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SECTION 3. No transfer of stock shall be valid as against the
corporation except on surrender and cancellation therefor, accompanied by an
assignment or transfer by the owner therefor, made either in person or under
assignment, a new certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for
collateral security and not absolutely, the same shall be expressed in the entry
of said transfer on the books of the corporation.
SECTION 4. The Board of Directors shall have power and authority to
make all such rules and regulations not inconsistent herewith as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the corporation.
The Board of Directors may appoint a Transfer Agent and/or a
Registrar of Transfers and may require all stock certificates to bear the
signature of such Transfer Agent and/or such Registrar of Transfer.
SECTION 5. The Stock Transfer Books shall be closed for all meetings of
the shareholders for the period of ten (10) days prior to such meetings and
shall be closed for the payment of dividends during such periods as from time to
time may be fixed by the Board of Directors, and during such periods no stock
shall be transferable.
SECTION 6. Any person or persons applying for a Certificate of Stock in
lieu of one alleged to have been lost or destroyed shall make affidavit of
affirmation of that fact and shall deposit with the corporation such affidavit.
Whereupon, at the end of six months after the deposit of said affidavit and upon
such person or persons giving Bond of Indemnity to the corporation with surety
to be approved by the Board of Directors in double the current value of stock
against any damage, loss or inconvenience to the corporation, which may or can
arise in consequence of a new or duplicate certificate being issued in lieu of
the one lost or missing, the Board of Directors may cause to be issued to such
person or persons a new certificate or a duplicate of the certificate so lost or
destroyed. The Board of Directors may, in its discretion, refuse to issue such
new or duplicate certificate save upon the order of a court of law having
jurisdiction in such matter, anything herein to the contrary notwithstanding.
ARTICLE VI: OFFICES AND BOOKS
SECTION 1. The registered office of the corporation shall be at 3800
Howard Hughes Parkway, 14th Floor, Las Vegas, Nevada 89109, and the corporation
may have a registered office in any other state or territory as the Board of
Directors may designate.
SECTION 2. A stock ledger or a duplicate stock ledger, revised
annually, containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation, showing their places of residence, if known,
and the number of shares held by them respectively and a copy of the By-Laws and
Articles of Incorporation (and all amendments thereto) of the corporation
(certified by the Nevada Secretary of State) shall be kept at its registered
office in the County of Clark, State of Nevada, for the inspection of all who
are authorized or have the right to see the same, and for the transfer of stock.
All other books of the corporation shall be kept at such places as may be
prescribed by the Board of Directors.
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ARTICLE VII: MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve over and
above the capital stock paid in, such an amount in its discretion as it may deem
advisable to fix as a reserve fund, and may, from time to time, declare
dividends from the accumulated profits of the corporation in excess of the
amounts so reserved (if any) and pay the same to the shareholders of the
corporation, and may also, if it deems the same advisable, declare stock
dividends of the unissued capital stock of the corporation.
SECTION 2. Unless otherwise ordered by the Board of Directors, all
agreements and contracts shall be signed by an officer of the corporation.
SECTION 3. All monies of the corporation shall be deposited when and as
received in such bank or banks or other depository as may from time to time be
designated by the Board of Directors and such deposits shall be made in the name
of the corporation.
SECTION 4. No note, draft, acceptance, endorsement or other evidence of
indebtedness shall be valid against the corporation unless the same shall be
signed by an officer of the corporation.
SECTION 5. No loan or advance of money shall be made by the corporation
to any shareholder or officer therein, unless the Board of Directors shall
otherwise authorize.
SECTION 6. No director nor officer of the corporation shall be entitled
to any salary or compensation for any services performed for the corporation,
unless such salary or compensation shall be fixed by resolution of the Board of
Directors.
SECTION 7. The corporation may take, acquire, hold, mortgage, sell or
otherwise deal in stocks, bonds or securities of any other corporation, if and
as often as the Board of Directors shall so elect.
SECTION 8. The Board of Directors shall have the power to authorize and
cause to be executed, mortgages and liens, without limit as to amount upon the
property and franchise of the corporation. Upon the affirmative vote, either in
person or by proxy, of the holders of a majority of the capital stock issued and
outstanding, but only upon such vote, the Board of Directors shall have the
authority to dispose in any manner of all or substantially all assets of this
corporation.
SECTION 9. The corporation shall have a corporate seal, the design
thereof being as follows:
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ARTICLE VIII: AMENDMENT OF BY-LAWS
Amendments and changes of these By-Laws may be made at any regular or
special meeting of the Board of Directors by a vote of not less than all of the
entire Board, or may be made by a vote of, or a consent in writing, by the
holders of a majority of voting power of the issued and outstanding shares of
capital stock.
KNOW ALL MEN BY THESE PRESENTS: That I, the undersigned, being the
Secretary of the above-named corporation, do hereby acknowledge that the
foregoing By-Laws are the duly adopted By-Laws of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of July,
1996.
/S/ Jeffrey H. Smith
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Jeffrey Smith, Secretary
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