Exhibit 3.6
AMENDED AND RESTATED BYLAWS
OF
TELEQUIP LABS, INC.
A NEVADA CORPORATION
AMENDED AND RESTATED BYLAWS
OF
TELEQUIP LABS, INC.
A NEVADA CORPORATION
TABLE OF CONTENTS
PAGE
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ARTICLE ONE: OFFICES .................................................... 1
1.1 Registered Office and Agent ................................... 1
1.2 Other Offices ................................................. 1
ARTICLE TWO: MEETINGS OF STOCKHOLDERS ................................... 1
2.1 Annual Meeting ................................................ 1
2.2 Special Meeting ............................................... 1
2.3 Place of Meetings ............................................. 1
2.4 Notice ........................................................ 2
2.5 Business ...................................................... 2
2.6 Quorum ........................................................ 2
2.7 Required Vote; Withdrawal of Quorum ........................... 2
2.8 Method of Voting; Proxies ..................................... 3
2.9 Record Date ................................................... 3
2.10 Conduct of Meeting ............................................ 3
ARTICLE THREE: DIRECTORS ................................................ 4
3.1 Management .................................................... 4
3.2 Number; Qualification; Election; Term ......................... 4
3.3 Change in Number .............................................. 4
3.4 Vacancies ..................................................... 4
3.5 Meetings of Directors ......................................... 4
3.6 First Meeting ................................................. 4
3.7 Election of Officers .......................................... 5
3.8 Regular Meetings .............................................. 5
3.9 Special Meetings .............................................. 5
3.10 Notice ........................................................ 5
3.11 Quorum; Majority Vote ......................................... 5
3.12 Procedure ..................................................... 5
3.13 Presumption of Assent ......................................... 5
3.14 Compensation .................................................. 6
ARTICLE FOUR: COMMITTEES ................................................ 6
4.1 Designation ................................................... 6
4.2 Number; Qualifications; Term .................................. 6
4.3 Authority ..................................................... 6
4.4 Committee Changes ............................................. 6
4.5 Alternate Members of Committees................................ 6
4.6 Regular Meetings............................................... 6
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4.7 Special Meetings .............................................. 6
4.8 Quorum; Majority Vote ......................................... 7
4.9 Minutes ....................................................... 7
4.10 Compensation .................................................. 7
4.11 Responsibility ................................................ 7
ARTICLE FIVE: NOTICE .................................................... 7
5.1 Method ........................................................ 7
5.2 Waiver ........................................................ 7
ARTICLE SIX: OFFICERS ................................................... 8
6.1 Number; Titles; Term of Office ................................ 8
6.2 Removal ....................................................... 8
6.3 Vacancies ..................................................... 8
6.4 Authority ..................................................... 8
6.5 Compensation .................................................. 8
6.6 Chairman of the Board ......................................... 8
6.7 President ..................................................... 8
6.8 Vice Presidents ............................................... 9
6.9 Treasurer ..................................................... 9
6.10 Assistant Treasurers .......................................... 9
6.11 Secretary ..................................................... 9
6.12 Assistant Secretaries ......................................... 9
6.13 Vice Chairman of the Board .................................... 9
ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS ............................ 10
7.1 Certificates for Shares ....................................... 10
7.2 Replacement of Lost or Destroyed Certificates ................. 10
7.3 Transfer of Shares ............................................ 10
7.4 Registered Stockholders ....................................... 10
7.5 Regulations ................................................... 10
7.6 Legends ....................................................... 11
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS ................................. 11
8.1 Dividends ..................................................... 11
8.2 Reserves ...................................................... 11
8.3 Books and Records ............................................. 11
8.4 Fiscal Year ................................................... 11
8.5 Seal .......................................................... 11
8.6 Resignations .................................................. 11
8.7 Securities of Other Corporations .............................. 11
8.8 Telephone Meetings ............................................ 12
8.9 Action Without a Meeting ...................................... 12
8.10 Invalid Provisions ............................................ 12
8.11 Mortgages etc. ................................................ 12
8.12 Headings ...................................................... 12
8.13 References .................................................... 13
8.14 Amendments .................................................... 13
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AMENDED AND RESTATED BYLAWS
OF
TELEQUIP LABS, INC.
A Nevada Corporation
PREAMBLE
These bylaws are subject to, and governed by, Chapter 78 of the Nevada
Revised Statutes (the "NRS") and the articles of incorporation ("ARTICLES OF
INCORPORATION") of TELEQUIP LABS, Inc., a Nevada corporation (the
"CORPORATION"). In the event of a direct conflict between the provisions of
these bylaws and the mandatory provisions of the NRS or the provisions of the
Articles of Incorporation, such provisions of the NRS or the Articles of
Incorporation, as the case may be, will be controlling.
ARTICLE ONE: OFFICES
1.1 Registered Office and Agent. The registered office and registered agent
of the Corporation shall be as designated from time to time by the appropriate
filing by the Corporation in the office of the Secretary of State of the State
of Nevada.
1.2 Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of directors
of the Corporation may from time to time determine or as the business of the
Corporation may require.
ARTICLE TWO: MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting. An annual meeting of stockholders of the Corporation
shall be held each calendar year on such date and at such time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting or in a duly executed waiver of notice of such meeting. At such
meeting, the stockholders shall elect directors and transact such other business
as may be properly brought before the meeting.
2.2 Special Meeting. A special meeting of the stockholders may be called by
the board of directors pursuant to a resolution adopted by a majority of the
board of directors then serving, by the Chairman of the Board, or by any holder
or holders of record of at least twenty-five percent (25%) of the outstanding
shares of capital stock of the Corporation then entitled to vote on any matter
for which the respective special meeting is being called. A special meeting
shall be held on such date and at such time as shall be designated by the
person(s) calling the meeting and stated in the notice of the meeting or in a
duly executed waiver of notice of such meeting. Only such business shall be
transacted at a special meeting as may be stated or indicated in the notice of
such meeting given in accordance with these bylaws or in a duly executed waiver
of notice of such meeting.
2.3 Place of Meetings. An annual meeting of stockholders may be held at any
place within or without the State of Nevada designated by the board of
directors. A special meeting of
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stockholders may be held at any place within or without the State of Nevada
designated in the notice of the meeting or a duly executed waiver of notice of
such meeting. Meetings of stockholders shall be held at the principal office of
the Corporation unless another place is designated for meetings in the manner
provided herein.
2.4 Notice. Written or printed notice stating the place, day, and time of
each meeting of the stockholders and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, the
Secretary, or the officer or person(s) calling the meeting, to each stockholder
of record entitled to vote at such meeting. If such notice is to be sent by
mail, it shall be directed to such stockholder at his address as it appears on
the records of the Corporation, unless he shall have filed with the Secretary of
the Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address. Notice
of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy and shall not,
at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or by
proxy.
2.5 Business. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
2.6 Quorum. The holders of a majority of the outstanding shares of capital
stock entitled to vote on a matter, present in person or by proxy, shall
constitute a quorum at any meeting of stockholders, except as otherwise provided
by law, the Articles of Incorporation, or these bylaws. If a quorum shall not be
present, in person or by proxy, at any meeting of stockholders, the stockholders
entitled to vote thereat who are present, in person or by proxy (or, if no
stockholder entitled to vote is present, any officer of the Corporation), may
adjourn the meeting from time to time without notice other than announcement at
the meeting (unless the board of directors, after such adjournment, fixes a new
record date for the adjourned meeting), until a quorum shall be present, in
person or by proxy. At any adjourned meeting at which a quorum shall be present,
in person or by proxy, any business may be transacted which may have been
transacted at the original meeting had a quorum been present; provided that, if
the adjournment is for more than thirty (30) days or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
adjourned meeting.
2.7 Required Vote; Withdrawal of Quorum. When a quorum is present at any
meeting, the vote of the holders of at least a majority of the outstanding
shares of capital stock entitled to vote thereat who are present, in person or
by proxy, shall decide any question brought before such meeting, unless the
question is one on which, by express provision of law, the Articles of
Incorporation, or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question;
provided, however, that the vote of the holders of a plurality of the
outstanding shares of capital stock entitled to vote in the election of
directors who are present, in person or by proxy, shall be required to effect
elections of directors. The
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stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
2.8 Method of Voting: Proxies. Except as otherwise provided in the Articles
of Incorporation or by law, each outstanding share of capital stock, regardless
of class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders. Elections of directors need not be by written ballot.
Every person entitled to vote or execute consents shall have the right to do so
either in person or by an agent or agents authorized by a written proxy executed
by such person or his duly authorized agent and filed with the Secretary of the
corporation. However, no such proxy shall be valid after the expiration of six
(6) months from the date of its execution, unless the stockholder executing it
specifies therein the length of time for which such proxy is to continue in
force, which in no case shall exceed seven (7) years from the date of its
execution.
2.9 Record Date. For the purpose of determining stockholders entitled (a)
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, (b) to receive payment of any dividend or other distribution or
allotment of any rights, or (c) to exercise any rights in respect of any change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the board of directors, for any such determination of stockholders, such date in
any case to be not more than sixty (60) days and not less than ten (10) days
prior to such meeting nor more than (sixty) 60 days prior to any other action.
If no record date is fixed:
(a) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.
(b) The record date for determining stockholders 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
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.
2.10 Conduct of Meeting. The Chairman of the Board, if such office has been
filled, and, if such office has not been filled or if the Chairman of the Board
is absent or otherwise unable to act, the President shall preside at all
meetings of stockholders. The Secretary shall keep the records of each meeting
of stockholders. In the absence or inability to act of any such officer, such
officer's duties shall be performed by the officer given the authority to act
for such absent or non-acting officer under these bylaws or by resolution
adopted by the board of directors, or if no officer has been given such
authority, by some person appointed at the meeting.
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ARTICLE THREE: DIRECTORS
3.1 Management. The business and affairs of the Corporation shall be
managed by or under the direction of the board of directors.
3.2 Number; Qualification; Election; Term. The board of directors shall
consist of no less than one director. Subject to the preceding sentence, the
number of directors which shall constitute the whole board of directors shall
from time to time be fixed and determined by resolution adopted by the board of
directors. The directors shall be elected at each annual meeting of
stockholders, but, if any such annual meeting is not held or the directors are
not selected at such meeting, the directors may be elected at any special
meeting of stockholders. All directors shall hold office until their respective
successors are elected and qualified.
3.3 Change in Number. No decrease in the number of directors constituting
the entire board of directors shall have the effect of shortening the term of
any incumbent director.
3.4 Vacancies. Vacancies in the board of directors may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and directors so elected shall hold office until their
successors are elected at an annual or a special meeting of the stockholders.
A vacancy or vacancies in the board of directors shall be deemed to exist
in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting, or if the original incorporators shall fail to designate the total
authorized number of directors for the initial board of directors.
The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the board of directors
accepts the resignation of a director tendered to take effect at a future time,
the board of directors or the stockholders shall have power to elect a successor
to take office when the resignation is to become effective.
3.5 Meetings of Directors. The directors may hold their meetings and may
have an office and keep the records of the Corporation, except as otherwise
provided by law, in such place or places within or without the State of Nevada
as the board of directors may from time to time determine or as shall be
specified in the notice of such meeting or duly executed waiver of notice of
such meeting.
3.6 First Meeting. Each newly elected board of directors may hold its first
meeting for the purpose of organization and the transaction of business, if a
quorum is present, immediately after and at the same place as the annual meeting
of stockholders, and no notice of such meeting shall be necessary.
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3.7 Election of Officers. At the first meeting of the board of directors
after each annual meeting of stockholders at which a quorum shall be present,
the board of directors shall elect the officers of the Corporation.
3.8 Regular Meetings. Regular meetings of the board of directors shall be
held at such times and places as shall be designated from time to time by
resolution of the board of directors. Notice of such regular meetings shall not
be required.
3.9 Special Meetings. Special meetings of the board of directors shall be
held whenever called by the Chairman of the Board and President, or any
director.
3.10 Notice. The Secretary shall give notice of each special meeting to
each director at least 24 hours before the meeting. Notice of any such meeting
need not be given to any director who, either before or after the meeting,
submits a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him. The
purpose of any special meeting shall be specified in the notice or waiver of
notice of such meeting.
3.11 Quorum; Majority Vote. At all meetings of the board of directors, a
majority of the directors fixed in the manner provided in these bylaws shall
constitute a quorum for the transaction of business. If at any meeting of the
board of directors there is less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice. Unless the act of a greater number is required by law,
the Articles of Incorporation, or these bylaws, the act of a majority of the
directors present at a meeting at which a quorum is in attendance shall be the
act of the board of directors. At any time that the Articles of Incorporation
provides that directors elected by the holders of a class or series of stock
shall have more or less than one vote per director on any matter, every
reference in these bylaws to a majority or other proportion of directors shall
refer to a majority or other proportion of the votes of such directors.
3.12 Procedure. At meetings of the board of directors, business shall be
transacted in such order as from time to time the board of directors may
determine. The Chairman of the Board, if such office has been filled, and, if
such office has not been filled or if the Chairman of the Board is absent or
otherwise unable to act, the President shall preside at all meetings of the
board of directors. In the absence or inability to act of such officers, a
chairman shall be chosen by the board of directors from among the directors
present. The Secretary of the Corporation shall act as the secretary of each
meeting of the board of directors unless the board of directors appoints another
person to act as secretary of the meeting. The board of directors shall keep
regular minutes of its proceedings which shall be placed in the minute book of
the Corporation.
3.13 Presumption of Assent. A director of the Corporation who is present at
the meeting of the board of directors at which action on any corporate matter is
taken shall be presumed to have assented to the action unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the meeting before
the adjournment thereof or shall forward any dissent by certified or registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
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3.14 Compensation. The board of directors shall have the authority to fix
the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.
ARTICLE FOUR: COMMITTEES
4.1 Designation. The board of directors may designate one or more
committees.
4.2 Number; Qualification; Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire board of
directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal as a committee member or as a
director.
4.3 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
powers and authority of the board of directors in the management of the business
and affairs of the Corporation except to the extent expressly restricted by law,
the Articles of Incorporation, or these bylaws.
4.4 Committee Changes. The board of directors shall have the power at any
time to fill vacancies in, to change the membership of, and to discharge any
committee.
4.5 Alternate Members of Committees. The board of directors may designate
one or more directors as alternate members of any committee. Any such alternate
member may replace any absent or disqualified member at any meeting of the
committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member.
4.6 Regular Meetings. Regular meetings of any committee may be held without
notice at such time and place as maybe designated from time to time by the
committee and communicated to all members thereof.
4.7 Special Meetings. Special meetings of any committee maybe held whenever
called by any committee member. The committee member calling any special meeting
shall cause notice of such special meeting, including therein the time and place
of such special meeting, to be given to each committee member at least two (2)
days before such special meeting. Neither the business to be transacted at, nor
the purpose of, any special meeting of any committee need be specified in the
notice or waiver of notice of any special meeting.
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4.8 Quorum; Majority Vote. At meetings of any committee, a majority of the
number of members designated by the board of directors shall constitute a quorum
for the transaction of business. If a quorum is not present at a meeting of any
committee, a majority of the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the Certificate of Incorporation, or
these bylaws.
4.9 Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board of directors upon the request
of the board of directors. The minutes of the proceedings of each committee
shall be delivered to the Secretary of the Corporation for placement in the
minute books of the Corporation.
4.10 Compensation. Committee members may, by resolution of the board of
directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.
4.11 Responsibility. The designation of any committee and the delegation of
authority to it shall not operate to relieve the board of directors or any
director of any responsibility imposed upon it or such director by law.
ARTICLE FIVE: NOTICE
5.1 Method. Whenever by statute, the Articles of Incorporation, or these
bylaws, notice is required to be given to any committee member, director, or
stockholder and no provision is made as to how such notice shall be given,
personal notice shall not be required and any such notice may be given (a) in
writing, by mail, postage prepaid, addressed to such committee member, director,
or stockholder at his address as it appears on the books or (in the case of a
stockholder) the stock transfer records of the Corporation, or (b) by any other
method permitted by law (including but not limited to overnight courier service,
telegram, telex, or telefax). Any notice required or permitted to be given by
mail shall be deemed to be delivered and given at the time when the same is
deposited in the United States mail as aforesaid. Any notice required or
permitted to be given by overnight courier service shall be deemed to be
delivered and given at the time delivered to such service with all charges
prepaid and addressed as aforesaid. Any notice required or permitted to be given
by telegram, telex, or telefax shall be deemed to be delivered and given at the
time transmitted with all charges prepaid and addressed as aforesaid.
5.2 Waiver. Whenever any notice is required to be given to any stockholder,
director, or committee member of the Corporation by statute, the Articles of
Incorporation, or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice. Attendance of a
stockholder, director, or committee member at a meeting shall constitute a
waiver of notice of such meeting, except where such person attends for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
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ARTICLE SIX: OFFICERS
6.1 Number; Titles; Term of Office. The officers of the Corporation shall
be a President, a Secretary, and a Treasurer and such other officers as the
board of directors may from time to time elect or appoint, including one or more
Vice Presidents (with each Vice President to have such descriptive title, if
any, as the board of directors shall determine) and a Chairman of the Board.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified, until his death, or until he shall resign or shall
have been removed in the manner hereinafter provided. Any two or more offices
maybe held by the same person. None of the officers need be a stockholder or a
director of the Corporation or a resident of the State of Nevada.
6.2 Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
6.3 Vacancies. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal, or otherwise) may be filled by the board of
directors.
6.4 Authority. Officers shall have such authority and perform such duties
in the management of the Corporation as are provided in these bylaws or as may
be determined by resolution of the board of directors not inconsistent with
these bylaws.
6.5 Compensation. The compensation, if any, of officers and agents shall be
fixed from time to time by the board of directors; provided, however, that the
board of directors may delegate the power to determine the compensation of any
officer and agent (other than the officer to whom such power is delegated) to
the Chairman of the Board or the President.
6.6 Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the board of directors, and shall have such other authority and
perform such other duties as may be prescribed by the board of directors or
these bylaws.
6.7 President. Subject to such supervisory powers, if any, as may be given
by the board of directors to the Chairman of the Board, the President shall be
the chief executive officer of the corporation and shall, subject to the control
of the board of directors, have general supervision, direction and control of
the business and officers of the corporation. In the absence of the Chairman of
the Board, he shall preside at all meetings of the stockholders and the board of
directors. He shall have the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed by the board of directors or by the
Bylaws.
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6.8 Vice Presidents. Each Vice President shall have such powers and duties
as may be assigned to him by the board of directors, the Chairman of the Board
or the President, and (in order of their seniority as determined by the board of
directors or, in the absence of such determination, as determined by the length
of time they have held the office of Vice President) shall exercise the powers
of the President during that officer's absence or inability to act. As between
the Corporation and third parties, any action taken by a Vice President in the
performance of the duties of the President shall be conclusive evidence of the
absence or inability to act of the President at the time such action was taken.
6.9 Treasurer. The Treasurer shall have custody of the Corporation's funds
and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, the Chairman of the Board or the
President.
6.10 Assistant Treasurers. Each Assistant Treasurer shall have such powers
and duties as may be assigned to him by the board of directors, the Chairman of
the Board or the President. The Assistant Treasurers (in the order of their
seniority as determined by the board of directors or, in the absence of such a
determination, as determined by the length of time they have held the office of
Assistant Treasurer) shall exercise the powers of the Treasurer during that
officer's absence or inability to act.
6.11 Secretary. Except as otherwise provided in these bylaws, the Secretary
shall keep the minutes of all meetings of the board of directors and of the
stockholders in books provided for that purpose, and he shall attend to the
giving and service of all notices. He may sign with the Chairman of the Board or
the President, in the name of the Corporation, all contracts of the Corporation
and affix the seal, if any, of the Corporation thereto. He may sign with the
Chairman of the Board or the President all certificates for shares of stock of
the Corporation, and he shall have charge of the certificate books, transfer
books, and stock papers as the board of directors may direct, all of which shall
at all reasonable times be open to inspection by any director upon application
at the office of the Corporation during business hours. He shall in general
perform all duties incident to the office of the Secretary, subject to the
control of the board of directors, the Chairman of the Board and the President.
6.12 Assistant Secretaries. Each Assistant Secretary shall have such powers
and duties as may be assigned to him by the board of directors, the Chairman of
the Board or the President. The Assistant Secretaries (in the order of their
seniority as determined by the board of directors or, in the absence of such a
determination, as determined by the length of time they have held the office of
Assistant Secretary) shall exercise the powers of the Secretary during that
officer's absence or inability to act.
6.13 Vice Chairman of the Board. The Vice Chairman of the Board shall have
such powers and duties as may be provided herein or assigned to him by the board
of directors or the Chairman of the Board.
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ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS
7.1 Certificates for Shares. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chairman of the Board or the
President or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile thereof. Every certificate authenticated by a
facsimile of a signature must be countersigned by a transfer agent or transfer
clerk and a registrar. If any officer, transfer agent, or registrar who has
signed, or whose facsimile signature has been placed upon, a certificate has
ceased to be such officer, transfer agent, or registrar before such certificate
is issued, such certificate may be issued by the Corporation with the same
effect as if he were such officer, transfer agent, or registrar at the date of
issue. The certificates shall be consecutively numbered and shall be entered in
the books of the Corporation as they are issued and shall exhibit the holder's
name and the number of shares.
7.2 Replacement of Lost or Destroyed Certificates. The Corporation may
direct a new certificate or certificates to be issued in place of a certificate
or certificates theretofore issued by the Corporation and alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate or certificates representing shares to be lost or
destroyed. When authorizing such issue of a new certificate or certificates the
board of directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond with a surety or
sureties satisfactory to the Corporation in such sum as it may direct as
indemnity against any claim, or expense resulting from a claim, that may be made
against the Corporation with respect to the certificate or certificates alleged
to have been lost or destroyed.
7.3 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.
7.4 Registered Stockholders. The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by law.
7.5 Regulations. The board of directors shall have the power and authority
to make all such rules and regulations as they may deem expedient concerning the
issue, transfer, and registration or the replacement of certificates for shares
of stock of the Corporation.
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7.6 Legends. The board of directors shall have the power and authority to
provide that certificates representing shares of stock bear such legends as the
board of directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS
8.1 Dividends. Subject to provisions of law and the Articles of
Incorporation, dividends may be declared by the board of directors at any
regular or special meeting and may be paid in cash, in property, or in shares of
stock of the Corporation. Such declaration and payment shall be at the
discretion of the board of directors.
8.2 Reserves. There may be created by the board of directors out of funds
of the Corporation legally available therefor such reserve or reserves as the
directors from time to time, in their discretion, consider proper to provide for
contingencies, to equalize dividends, or to repair or maintain any property of
the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.
8.3 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and board of directors and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.
8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by the
board of directors; provided, that if such fiscal year is not fixed by the board
of directors and the selection of the fiscal year is not expressly deferred by
the board of directors, the fiscal year shall be the calendar year.
8.5 Seal. The seal of the Corporation shall be such as from time to time
may be approved by the board of directors.
8.6 Resignations. Any director, committee member, or officer may resign by
so stating at any meeting of the board of directors or by giving written notice
to the board of directors, the Chairman of the Board, the President, or the
Secretary. Such resignation shall take effect at the time specified therein or,
if no time is specified therein, immediately upon its receipt. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
8.7 Securities of Other Corporations. The Chairman of the Board or the
President shall have the power and authority to transfer, endorse for transfer,
vote, consent, or take any other action with respect to any securities of
another issuer which may be held or owned by the Corporation and to make,
execute, and deliver any waiver, proxy, or consent with respect to any such
securities.
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8.8 Telephone Meetings. Members of the board of directors and members of a
committee of the board of directors may participate in and hold a meeting of
such board of directors or committee by means of a conference telephone or
similar communications equipment by means of which persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
8.9 Action Without a Meeting. Unless otherwise restricted by the Articles
of Incorporation or by these bylaws, any action required or permitted to be
taken at a meeting of the board of directors, or of any committee of the board
of directors, may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, shall be signed by all the directors
or all the committee members, as the case may be, entitled to vote with respect
to the subject matter thereof, and such consent shall have the same force and
effect as a vote of such directors or committee members, as the case may be, and
may be stated as such in any certificate or document filed with the Secretary of
State of the State of Nevada or in any certificate delivered to any person. Such
consent or consents shall be filed with the minutes of proceedings of the board
of directors or committee, as the case may be.
Any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the stockholders holding at least
a majority of the voting power, unless a greater proportion of voting power to
authorize such action is required by law or of Articles of Incorporation, in
which case such greater proportion of written consents shall be required. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
8.10 Invalid Provisions. If any part of these bylaws shall be held invalid
or inoperative for any reason, the remaining parts, so far as it is possible and
reasonable, shall remain valid and operative.
8.11 Mortgages, etc. With respect to any deed, deed of trust, mortgage, or
other instrument executed by the Corporation through its duly authorized officer
or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the board of directors
authorizing such execution expressly state that such attestation is necessary.
8.12 Headings. The headings used in these bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.
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8.13 References. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.
8.14 Amendments. The board of directors may, upon the affirmative vote of
at least two-thirds of the directors then serving, make, adopt, alter, amend,
and repeal from time to time these bylaws and make from time to time new bylaws
of the Corporation (subject to the right of the stockholders entitled to vote
thereon to adopt, alter, amend, and repeal bylaws made by the board of directors
or to make new bylaws); provided, however, that the stockholders of the
Corporation may adopt, alter, amend, or repeal bylaws made by the board of
directors or make new bylaws solely upon the affirmative vote of the holders of
at least two-thirds of the outstanding shares of capital stock then entitled to
vote thereon.
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