Exhibit 3.12
TELE-MATIC INTERNATIONAL CORPORATION
BYLAWS
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Adopted as of August 1, 1990.
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TELE-MATIC INTERNATIONAL CORPORATION
BYLAWS
TABLE OF CONTENTS
Section Page
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SECTION I
OFFICES
1.1 Principal Office ................................................. 3
1.2 Registered Office and Agent ...................................... 3
SECTION II
MEETINGS OF SHAREHOLDERS
2.1 Time and Place ................................................... 3
2.2 Annual Meeting ................................................... 3
2.3 Special Meetings ................................................. 4
2.4 Record Date ...................................................... 4
2.5 Voting List ...................................................... 4
2.6 Notices .......................................................... 4
2.7 Quorum ........................................................... 5
2.8 Voting ........................................................... 5
2.9 Voting of Certain Shares ......................................... 6
2.10 Cumulative Voting ................................................ 6
2.11 Waiver of Notice ................................................. 6
2.12 Action by Shareholders Without a Meeting ......................... 7
SECTION III
DIRECTORS
3.1 Authority of the Board of Directors .............................. 7
3.2 Number ........................................................... 7
3.3 Qualification .................................................... 7
3.4 Election ......................................................... 8
3.5 Term ............................................................. 8
3.6 Compensation ..................................................... 8
3.7 Presumption of Assent ............................................ 8
3.8 Removal and Resignation .......................................... 8
3.9 Vacancies ........................................................ 8
3.10 Meetings ......................................................... 9
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Section Page
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3.11 Notice ........................................................... 9
3.12 Quorum ........................................................... 9
3.13 Waiver of Notice ................................................. 9
3.14 Attendance by Telephone .......................................... 9
3.15 Action by Directors Without a Meeting ............................ 10
3.16 Committees ....................................................... 10
SECTION IV
CONTRACTS, LOANS, CHECKS AND DEPOSITS
4.1 Contracts ........................................................ 10
4.2 Checks, Drafts, Etc. ............................................. 10
4.3 Deposits ......................................................... 11
SECTION V
OFFICERS
5.1 Number and Election .............................................. 11
5.2 President ........................................................ 11
5.3 Vice President ................................................... 11
5.4 Secretary ........................................................ 12
5.5 Treasurer ........................................................ 12
5.6 Assistant Secretary .............................................. 12
5.7 Assistant Treasurer .............................................. 12
5.8 Removal and Resignation .......................................... 13
5.9 Compensation ..................................................... 13
SECTION VI
STOCK
6.1 Certificates ..................................................... 13
6.2 Facsimile Signature .............................................. 14
6.3 Transfers ........................................................ 14
6.4 Shares Held for Account of Another ............................... 14
SECTION VII
MISCELLANEOUS
7.1 Corporate Seal ................................................... 15
7.2 Fiscal Year ...................................................... 15
7.3 Amendment of Bylaws .............................................. 15
7.4 Uniformity of Interpretation and Severability .................... 15
Secretary's Certification ............................................... 16
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BYLAWS
OF
TELE-MATIC INTERNATIONAL CORPORATION
SECTION I
OFFICES
1.1 PRINCIPAL OFFICE. The principal offices of the Company shall initially
be as set forth in the Articles of Incorporation. The Company may have such
other offices or relocate its principal office either within or outside of the
State of Colorado as the Board of Directors may designate or as the business of
the Company may require from time to time.
1.2 REGISTERED OFFICE AND AGENT. The Company shall continuously maintain in
the State of Colorado a registered office and a registered agent whose business
office may, but need not, be identical with the registered office of the
Company. The initial registered office and the initial registered agent of the
Company shall be as specified in the Articles of Incorporation of the Company.
The Company may change its registered office, its registered agent, or both,
upon filing a statement as specified by law with the appropriate governmental
authorities.
SECTION II
MEETINGS OF SHAREHOLDERS
2.1 TIME AND PLACE. Any meeting of the shareholders of the Company may be
held at such time and place, within or outside the State of Colorado, as may be
specified in the notice or waiver of notice of the related meeting.
2.2 ANNUAL MEETING. The annual meeting of the shareholders of the Company
for the purpose of electing directors of the Company and for the transaction of
such other business as may properly come before the meeting shall be held on the
date and at the time and place fixed by the Board of Directors; provided,
however, that the first annual meeting shall be held on a date that is within 13
months after the date on which the Company first has shareholders, and each
successive annual meeting shall be held on a date that is within 13 months after
the preceding annual meeting. If the election of directors of the Company shall
not be held on the day designated herein for any annual meeting of the
shareholders of the Company or, in the case of any adjournment thereof at the
subsequent reconvening of such meeting, the Board of Directors
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shall cause such election to be held at a special meeting of the shareholders of
the Company as soon thereafter as is practicable.
2.3 SPECIAL MEETINGS. Special meetings of the shareholders of the Company,
for any purpose, may be called by the Chairman of the Board, the President, any
Vice President, any two members of the Board of Directors, or the holders of not
less than one-tenth of all of the shares entitled to vote at such meeting.
Special meetings of the shareholders shall be held at the principal offices of
the Company or at such other place as the person(s) calling such meeting may
designate.
2.4 RECORD DATE. In order to make a determination of shareholders entitled
to notice of or to vote at any meeting of shareholders or, in the case of any
adjournment thereof at the subsequent reconvening of such meeting, or entitled
to receive payment of any dividend, or for any other proper purpose, the Board
of Directors may fix in advance a date as the record date for such
determination. The record date so fixed shall not be more than 50 days and, in
the case of a meeting of the shareholders, not less than 10 days before the date
of the proposed action except when it is proposed that (i) the number of
authorized shares of the Company be increased, in which case the record date
shall be not less than 30 days before the date of such action or (ii) all or
substantially all of the property and assets of the Company be sold, leased,
exchanged or otherwise disposed of other than in the ordinary course of business
or other than in liquidation (but not by way of mortgage, pledge, or other grant
of security interest), in which case the record date shall not be less than 20
days before the date of such action. If no record date is so fixed, the date on
which notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring the dividend is adopted, as the case may be, shall
be the record date for such determination of shareholders. Determination of the
record date for actions taken by the shareholders by written consent shall be as
set forth in Section 2.12 of these Bylaws.
2.5 VOTING LIST. At least 10 days before each meeting of the shareholders,
the Secretary of the Company shall compile a complete list of the shareholders
entitled to vote at such meeting or, in the case of any adjournment thereof at
the subsequent reconvening of such meeting. Such list shall (i) be arranged in
alphabetical order, (ii) contain the address and number of shares held by each
such shareholder, (iii) be kept on file and at the principal office of the
Company for 10 days prior to such meeting, and (iv) be subject to inspection for
any purpose germane to such meeting by any shareholder entitled to vote at such
meeting during the usual business hours of the Company and throughout the
duration of such meeting.
2.6 NOTICES. Written notice of any meeting pursuant to Section 2.3 of these
Bylaws stating the place, day and hour of such
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meeting shall be given not earlier than the earliest date or later than the
latest date that may serve as the record date for such meeting, either
personally or by mail, by or at the direction of the person(s) calling such
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, postage prepaid, addressed to the applicable shareholder at its
address then appearing on the stock transfer books of the Company. If delivered
personally, such notice shall be deemed to be delivered when handed to the
shareholder or deposited at its address then appearing on the stock transfer
books of the Company. The person(s) giving notice to a shareholder shall be
entitled to rely on the last address furnished to the Company by such
shareholder, and if three successive communications to the last known address of
any shareholder are undeliverable no further notices to such shareholder shall
be necessary until another address for such shareholder is made known to the
Company. The purpose or purposes for which a meeting of the shareholders of the
Company is called shall be stated in the related notice in the case of any
special meeting of shareholders or in the case of any meeting of shareholders at
which action will be taken with respect to (i) an amendment to the Articles of
Incorporation, (ii) a merger, consolidation, dissolution or liquidation of the
Company, (iii) an exchange of any shares of the Company for the shares of
another corporation pursuant to a plan of exchange to be approved by such
shareholders, or (iv) a sale, lease, exchange, or other disposition of all or
substantially all of the assets of the Company.
2.7 QUORUM. The presence, in person or by proxy, of a majority of all of
the shares entitled to vote at a meeting of shareholders of the Company shall
constitute a quorum at such meeting. If a quorum is not represented at any
meeting of shareholders, the shareholders represented may adjourn the meeting
for up to 60 days at any one adjournment, until the number of shares required
for a quorum are present. If an adjournment is for more than 60 days or if,
after such adjournment, a new record date is fixed for the subsequently
reconvened meeting, a notice of such meeting shall be given to each shareholder
entitled to vote at such meeting. Except as provided in the immediately
preceding sentence, notice of such a meeting need not be given other than by
announcement at the initial meeting. At any subsequently reconvened meeting at
which a quorum is represented, any business may be transacted that could have
been transacted at the initial meeting. The shareholders represented at a duly
organized meeting may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
2.8 VOTING. Except as otherwise required by law, all matters shall be
decided by a vote of the majority of the shares represented at a meeting and
entitled to vote on the subject matter. Except with respect any class or classes
of non-voting
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stock, each outstanding share shall be entitled to one vote on each matter
submitted to a vote of the shareholders. A shareholder may vote either in person
or by proxy executed in writing by such shareholder or by its duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the Company at
or before the time of the meeting. No proxy shall be valid after 11 months from
the date of its execution, unless otherwise provided in such proxy. Except as
otherwise required by applicable law, voting at meetings of shareholders shall
be oral, but shall be by written ballot if so demanded by any shareholder
entitled to vote who is represented at such meeting.
2.9 VOTING OF CERTAIN SHARES. Shares registered in the name of a
corporation may be voted by an officer, agent, or proxy of such corporation as
the bylaws of such corporation may prescribe or, in the absence of such a
provision, as the board of directors of such corporation may determine. Shares
held by an administrator, executor, guardian, conservator or trustee may be
voted by such person, either in person or by proxy, without a transfer of such
shares into such person's name. Shares registered in the name of a receiver may
be voted by such receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into such receiver's
name if authority to do so is contained in an appropriate order of the court by
which such receiver was appointed. A shareholder whose shares are pledged shall
be entitled to vote such shares until such shares have been registered in the
name of the pledgee, and thereafter the pledgee of such shares shall be entitled
to vote such shares. Shares of its own stock belonging to the Company or held by
it in a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting and shall not be counted in determining the total number of outstanding
shares at any given time.
2.10 CUMULATIVE VOTING. Cumulative voting of shares of the Company shall
not be permitted.
2.11 WAIVER OF NOTICE. Whenever applicable law or these Bylaws require
notice of a shareholders meeting to be given, a written waiver of such notice
signed before, at, or after the time stated in such waiver by a shareholder
entitled to such notice, shall be equivalent to the giving of notice to such
shareholder. By representation at a meeting, either in person or by proxy, a
shareholder waives any objection to (i) lack of notice or defective notice of
such meeting unless such shareholder objects, at the beginning of such meeting,
to the holding of such meeting or the transaction of business at such meeting,
and (ii) consideration at such meeting of any matter not within the purpose or
purposes, if any, described in the notice of such meeting unless such
shareholder objects to such matter when it is presented for consideration.
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2.12 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action that could be
taken at a meeting of shareholders may be taken without a meeting if a consent
in writing, describing the action to be so taken, is signed by all of the
shareholders entitled to vote with respect to such action and delivered to the
Secretary for inclusion in the records of the Company. Such consent may be
executed in counterparts and shall be effective as of the date of the last
signature thereon, unless such consent specifies a different effective date.
SECTION III
DIRECTORS
3.1 AUTHORITY OF THE BOARD OF DIRECTORS. Except as otherwise provided by
applicable law, these Bylaws or the Articles of Incorporation, the business and
affairs of the Company shall be managed by the Board of Directors.
3.2 NUMBER. The number of directors of the Company shall be no fewer than
three; provided, however, that if all outstanding shares of stock of the Company
entitled to vote in the election of directors of the Company are held of record
by fewer than three shareholders, there need only be as many directors as there
are shareholders of record. Subject to such limitation, the number of directors
shall be fixed by resolution of the Board of Directors and may be increased or
decreased by resolution of the Board of Directors, but no decrease shall have
the effect of shortening the term of any incumbent director. At such time, if
any, when the Board of Directors consists of six or more members, in lieu of
electing the whole number of directors annually, the Board of Directors may by
appropriate resolution divide the directors into either two or three classes,
each class to be as nearly equal in number as possible, the term of office of
directors of the first class to expire at the first annual meeting of
shareholders after their election, that of the second class to expire at the
second annual meeting after their election, and that of the third class, if any,
to expire at the third annual meeting after their election. At each annual
meeting after such classification, the number of directors equal to the number
of the class whose term expires at the time of such meeting shall be elected to
hold office until the second succeeding annual meeting, if there are two
classes, or until the third succeeding annual meeting, if there are three
classes. No classification of directors shall be effective prior to the first
annual meeting of shareholders.
3.3 QUALIFICATION. Directors of the Company shall be natural persons at
least 18 years of age, but need not be residents of the State of Colorado or
shareholders of the Company.
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3.4 ELECTION. The Board of Directors shall be elected at the annual meeting
of the shareholders or at a special meeting of the shareholders called for that
purpose.
3.5 TERM. Except as provided in Section 3.2 or Section 3.9 of these Bylaws,
each director of the Company shall be elected to hold office until the next
annual meeting of the shareholders and until such director's successor has been
duly elected and qualified.
3.6 COMPENSATION. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors or committee thereof, a fixed sum for attendance at each meeting of
the Board of Directors or committee thereof, and/or a stated salary. No such
payment shall preclude any director from serving the Company in any other
capacity and receiving compensation in such capacity or from receiving
compensation for any extraordinary or unusual services as a director.
3.7 PRESUMPTION OF ASSENT. A director of the Company who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the taking of such action unless the
dissent of such director is entered into the minutes of such meeting, or unless
such director files a written dissent to the taking of such action with the
person acting as secretary of such meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the Company
immediately after the adjournment of such meeting. Such right to dissent to the
taking of an action by the Board of Directors shall not apply to a director who
voted in favor of such action, or to action taken pursuant to Section 3.15 of
these Bylaws.
3.8 REMOVAL AND RESIGNATION. A director may be removed, with or without
cause, at a meeting of shareholders expressly called for that purpose. A
director may resign at any time by giving written notice to the Chairman of the
Board, the President or the Secretary, and acceptance of such resignation shall
not be necessary to make it effective unless such notice so provides.
3.9 VACANCIES. Any vacancy occurring on the Board of Directors and any
directorship to be filled by reason of an increase in the number of directors
shall be filled by the affirmative vote of a majority, though less than a
quorum, of the remaining directors. A director elected to fill a vacancy shall
hold such position during the unexpired term of such director's predecessor. A
director elected as a result of an increase in the number of directors shall
hold such position until the next annual meeting of the shareholders and until
such director's successor has been duly elected and qualified.
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3.10 MEETINGS. A regular meeting of the Board of Directors shall be held
immediately after and at the same place as the annual meeting of the
shareholders. No notice of this meeting of the Board of Directors need by given.
The Board of Directors may, by resolution, establish the times and places for
additional regular meetings which thereafter may be held without further notice.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President, any Vice President, any two members of the Board of
Directors, or the holders of more than fifty percent (50%) of all of the shares
entitled to vote at an election of directors. Special meetings of the Board of
Directors shall be held at the principal offices of the Company or at such other
place as the person(s) calling such meeting may designate.
3.11 NOTICE. Notice of a special meeting of the Board of Directors, stating
the date, time and place of such meeting, shall be given to each member of the
Board of Directors by the person(s) calling such meeting. Such notice may be
sent by registered mail, return receipt requested, at least seven days before
the meeting addressed to each director at the last address such director has
furnished to the Company, and notice so mailed shall be deemed to be given when
mailed. Alternatively, notice may be given at least 24 hours before the meeting
in person, or by telephone, prepaid telegram, telex, cablegram, radiogram, or
similar method, and such notice shall be deemed to have been given when the
personal or telephone conversation occurs, or when the telegram, telex,
cablegram, radiogram or other form of notice either is personally delivered to
the director or delivered to the last address such director has furnished to the
Company.
3.12 QUORUM. Except as provided in Section 3.9 of these Bylaws, the
presence of a majority of the number of directors shall constitute a quorum for
the transaction of business at meetings of the Board of Directors. Except as
otherwise specifically required by applicable law, the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors.
3.13 WAIVER OF NOTICE. A written waiver of notice signed before, at, or
after the time stated in such waiver by a director entitled to such notice,
shall be equivalent to the giving of notice to such director. By attending or
participating in any regular or special meeting, a director waives any required
notice of such meeting unless such director objects, at the beginning of such
meeting, to the holding of such meeting.
3.14 ATTENDANCE BY TELEPHONE. Members of the Board of Directors may
participate in any meeting of the Board by means of conference telephone or
similar communications equipment by which all directors participating in such
meeting can hear each other at the same time. For all purposes, such
participation shall constitute presence in person at such meeting.
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3.15 ACTION BY DIRECTORS WITHOUT A MEETING. Any action that can be taken at
a meeting of the Board of Directors may be taken without a meeting if a consent
in writing, describing the action to be so taken, is signed by all of the
directors and delivered to the Secretary for inclusion in the records of the
Company. Such consent may be executed in counterparts and shall be effective as
of the date of the last signature thereon, unless such consent specifies a
different effective date.
3.16 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by
resolution, may designate from among its members an executive committee and one
or more other committees, each of which, to the extent provided in the
designating resolution or otherwise, shall have all of the authority, powers,
and duties of the Board of Directors except that no such committee shall have
the authority to do any act contrary to the Articles of Incorporation, these
Bylaws or the laws of the State of Colorado (currently set forth in C.R.S.
7-5-107), as each now exist or may hereafter be amended. Subject to the
foregoing, the Board of Directors may provide by resolution such powers,
limitations and procedures of such committees as it deems advisable. To the
extent the Board of Directors does not establish other procedures for such a
committee, each committee shall be governed by the procedures, except as they
relate to an annual meeting and to the appointment and removal of members, of
Section 3.7 through Section 3.15, inclusive, of these Bylaws as if the committee
were the Board of Directors. Neither the designation of any such committee, the
delegation of authority to such committee, nor any action by such a committee
pursuant to its authority shall alone constitute compliance by any member of the
Board of Directors, not a member of the committee in question, with such
director's responsibility under applicable law to act in good faith, in a manner
such director reasonably believes to be in the best interests of the Company,
and with such care as an ordinary prudent person in a like position would use
under similar circumstances.
SECTION IV
CONTRACTS, LOANS, CHECKS AND DEPOSITS
4.1 CONTRACTS. The Board of Directors may authorize one or more officers or
agents to enter into any contract or execute and deliver any instruments in the
name of and on behalf of the Company, and such authority may be general or
confined to specific instances.
4.2 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Company shall be signed by such officers or agents of the Company and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.
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4.3 DEPOSITS. All funds of the Company not otherwise employed shall be
deposited from time to time to the credit of the Company in such banks, trust
companies or other depositories as the Board of Directors may select.
SECTI0N V
OFFICERS
5.1 NUMBER AND ELECTION. The officers of the Company shall be a President,
a Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors. In addition, the Board of Directors may elect a Chairman and a Vice
Chairman of the Board of Directors, and the Board of Directors or the President
may appoint one or more Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and such other subordinate officers and
agents as the Board of Directors or the President deems necessary, each of whom
shall hold their offices and agencies for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by these
Bylaws and the Board of Directors or, with respect to officers or agents
appointed by the President, these Bylaws and the President in consultation with
the Board of Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary. The officers of the Company shall
be natural persons at least 18 years of age.
5.2 PRESIDENT. The President shall be the Chief Executive Officer of the
Company. The President shall preside at all meetings of shareholders and, unless
the Board of Directors has elected a Chairman or Vice Chairman, at all meetings
of the Board of Directors. Subject to the direction and control of the Board of
Directors, the President shall have general and active management of the
business of the Company and shall be responsible for ensuring that all orders
and resolutions of the Board of Directors are carried into effect. The President
may negotiate, enter into, and execute such contracts, deeds and other
instruments on behalf of the Company as are necessary and appropriate or as are
approved by the Board of Directors. The President shall have such additional
authority, powers and duties as are appropriate and customary for the office of
President and Chief Executive Officer or as the Board of Directors may prescribe
from time to time.
5.3 VICE PRESIDENT. The Vice President, if any, or if there are more than
one, the Vice Presidents in the order determined by the Board of Directors,
shall be the officer or officers next in seniority after the President. Each
Vice President shall have such authority, powers and duties as are prescribed by
the Board of Directors or, in the absence of such a determination by the Board,
the President. Upon the death, absence or disability of the President, the Vice
President, if any, or if there are more than
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one, the Vice Presidents in the order determined by the Board of Directors,
shall have the authority, powers and duties of the President.
5.4 SECRETARY. Except as otherwise provided by these Bylaws or applicable
law, the Secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the Board of Directors. The Secretary shall keep the
minutes of such meetings, have charge of the corporate seal and stock records,
be responsible for the maintenance of all records of the Company and the
preparation and the filing of all reports to governmental agencies (other than
tax returns), have authority to affix the corporate seal to any instrument
requiring it (and, when so affixed, it may be attested by signature of the
Secretary), and have such other authority, powers and duties as are appropriate
and customary for the office of Secretary or as the Board of Directors may
prescribe from time to time.
5.5 TREASURER. The Treasurer shall have control of the funds of the Company
and the care and custody of all stocks, bonds, and other securities owned by the
Company, and shall be responsible for the preparation and filing of tax returns.
The Treasurer shall receive all moneys paid to the Company and, subject to any
limits imposed by the Board of Directors, shall have authority to give receipts
and vouchers, to sign and endorse checks and warrants in the Company's name and
on the Company's behalf, and to give full discharge for the same. The Treasurer
shall also have charge of disbursement of funds of the Company, shall keep full
and accurate records of receipts and disbursements, and shall deposit all moneys
and other valuable effects in the name and to the credit of the Company in such
depositories as shall be designated by the Board of Directors. The Treasurer
shall have such additional authority, powers and duties as are appropriate and
customary for the office of treasurer or as the Board of Directors may prescribe
from time to time.
5.6 ASSISTANT SECRETARY. The Assistant Secretary, if any, or if there are
more than one, the Assistant Secretaries in the order determined by the Board of
Directors shall, under the supervision of the President and the Secretary,
perform such duties and have such powers as may be prescribed from time to time
by the Board of Directors or, in the absence of a determination by the Board,
the President. Upon the death, absence or disability of the Secretary, the
Assistant Secretary, if any, or if there are more than one, the Assistant
Secretaries in the order designated by the Board of Directors, shall have the
authority, powers and duties of the Secretary.
5.7 ASSISTANT TREASURER. The Assistant Treasurer, if any, or if there are
more than one, the Assistant Treasurers in the order determined by the Board of
Directors shall, under the supervision of the President and the Treasurer,
perform such duties and have
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such powers as may be prescribed from time to time by the Board of Directors or,
in the absence of a determination by the Board, the President. Upon the death,
absence or disability of the Treasurer, the Assistant Treasurer, if any, or if
there are more than one, the Assistant Treasurers in the order determined by the
Board of Directors, shall have the authority, powers and duties of the
Treasurer.
5.8 REMOVAL AND RESIGNATION. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. Any officer
appointed by the President may be removed at any time, with or without cause, by
the Board of Directors or the President. Any officer may resign at any time by
giving written notice of resignation to the Board of Directors, the President or
the Secretary, and acceptance of such resignation shall not be necessary to make
it effective unless the notice so provides. Any vacancy occurring in any office
the election or appointment to which may be made only by the Board of Directors,
shall be filled by the Board of Directors. Any vacancy occurring in any other
office of the Company may be filled by the Board of Directors or the President.
5.9 COMPENSATION. Officers of the Company shall receive such compensation
for their services as may be authorized or ratified by the Board of Directors
and no officer shall be prevented from receiving such compensation by reason of
the fact that such officer also is a director of the Company. Election or
appointment of an officer shall not of itself create a contractual right to
employment, or to compensation for services performed as an officer.
SECTION VI
STOCK
6.1 CERTIFICATES. Certificates representing shares of stock of the Company
shall be in such form as is approved by the Board of Directors and shall be
signed by the Chairman or Vice Chairman of the Board of Directors or the
President or any Vice President, and by the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer. All certificates representing shares
of stock of the Company shall be consecutively numbered, and the names and
addresses of the registered holders, the number of shares, and the date of issue
shall be entered on the stock transfer books of the Company. Each certificate
representing shares issued by the Company shall set forth upon the face or back
of the certificate or shall state that the Company will furnish to any
shareholder upon request and without charge a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued, and the variations in the relative rights
and preferences between the shares of each series of
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preferred or special class in series, so far as the same have been fixed and
determined, and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series. In addition, each
certificate representing shares of stock of the Company shall state upon its
face (i) that the Company is organized under the laws of the State of Colorado,
(ii) the name of the person to whom issued, (iii) the number and class of shares
and the designation of the series, if any, which such certificate represents,
(iv) the par value of each share represented by such certificate or a statement
that the shares are without par value, and (v) any restrictions imposed on the
transfer of the shares represented by such certificate or a reference to a
description of such restrictions on the reverse thereof.
6.2 FACSIMILE SIGNATURES. Any or all of the officers' signatures required
by Section 6.1 of these Bylaws on certificates representing shares of stock of
the Company may be by facsimile. If any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to serve the
Company in such capacity, whether by death, resignation or otherwise, before
such certificate is issued, it may nevertheless be issued with the same effect
as if such person were still serving the Company in such capacity at the date of
issue.
6.3 TRANSFERS OF STOCK. Transfers of shares of stock of the Company shall
be made on the stock transfer books of the Company only upon presentation of the
certificate representing such shares properly endorsed by the person or persons
appearing upon the face of such certificate to be the owner, by such person's
legal representative who shall furnish proper evidence of authority, or by such
person's attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary, or accompanied by a proper transfer or assignment
separate from the certificate, except as may otherwise be expressly provided by
applicable law, by order of a court of competent jurisdiction. The officers or
transfer agents of the Company may, in their discretion, require a signature
guaranty before making any transfer. The company shall be entitled to treat the
person in whose name any shares are registered on the stock transfer books as
the owner of those shares for all purposes and shall not be bound to recognize
any equitable or other claim or interest in such shares on the part of any other
person, whether or not the Company shall have notice of such claim or interest.
All certificates of stock of the Company surrendered to the Company for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled except that in the case of a lost, destroyed or mutilated certificate,
a new certificate may be issued therefor upon such terms and indemnity to the
Company as the Board of Directors may prescribe.
6.4 SHARES HELD FOR ACCOUNT OF ANOTHER. The Board of Directors may, by
resolution, adopt a procedure whereby a
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shareholder of the Company may certify in writing to the Company that all or a
portion of the shares registered in the name of such shareholder are held for
the account of a specified person or persons. Such resolution shall set forth
(i) the classification of shareholders who may so certify, (ii) the purpose or
purposes for which such certification may be made, (iii) the form of such
certification and the information to be contained therein, (iv) if such
certification is with respect to a record date or closing of the stock transfer
books, the time after the record date or the closing of the stock transfer books
within which such certification must be received by the Company, and (v) such
other provisions with respect to the procedure as are deemed necessary or
desirable. Upon receipt by the Company of a certification complying with such
procedures, the person(s) specified in such certification shall be deemed, for
the purpose or purposes set forth therein, to be the holder(s) of record of the
number of shares specified in place of the shareholder making such
certification.
SECTION VII
MISCELLANEOUS
7.1 CORPORATE SEAL. The Board of Directors may adopt a seal circular in
form and bearing the name of the Company, the state of its incorporation, and
the word "Seal" which, when adopted, shall constitute the seal of the Company.
The seal may be used by causing it or a facsimile of it to be impressed,
affixed, manually reproduced, or rubber stamped with indelible ink.
7.2 FISCAL YEAR. The Board of Directors may, by resolution, adopt a fiscal
year for the Company.
7.3 AMENDMENT OF BYLAWS. The provisions of these Bylaws may at any time,
and from time to time, be amended, supplemented or repealed by the Board of
Directors.
7.4 UNIFORMITY OF INTERPRETATION AND SEVERABILITY. These Bylaws shall be so
interpreted and construed as to conform to the Articles of Incorporation and the
laws of the State of Colorado or of any other state in which conformity may
become necessary by reason of the qualification of the Company to do business in
such state, and where conflict between these Bylaws, the Articles of
Incorporation or the laws of such a state has arisen or shall arise, these
Bylaws shall be considered to be modified to the extent, but only to the extent,
conformity shall require. If any provision hereof or the application thereof
shall be deemed to be invalid by reason of the foregoing sentence, such
invalidity shall not affect the validity of the remainder of these Bylaws
without the invalid provision or the application thereof, and the provisions of
these Bylaws are declared to be severable.
- END -
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SECRETARY'S CERTIFICATION
The undersigned Secretary of Tele-Matic International Corporation (the
"Company") hereby certifies that the foregoing Bylaws are the Bylaws of the
Company adopted by the Board of Directors as of the 1st day of August 1990.
By /s/ Donald G. Antonio
-------------------------------------
Donald G. Antonio
Secretary
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