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EXHIBIT 3.5(b)
BY-LAWS
OF
LMT MOTOR SPORTS CORPORATION
ARTICLE I: OFFICERS
The principal office of the Corporation in the state of Mississippi
shall be located in the city of Ashland. The corporate office shall be in the
state of Tennessee located in the city of Memphis. The Corporation may have
such other offices, either within or without the states of Tennessee and
Mississippi, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The Annual Meeting of the Shareholders
shall be held on the first Saturday in the month of January in each year
beginning with the year 1999, at the hours of 10:00 a.m., CST, in the corporate
offices situated at 4770 Lamar Avenue, Memphis, Tennessee 38118, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the Annual Meeting shall be a
legal holiday in the state of Tennessee, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for an Annual Meeting of the Shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a Special Meeting of the Shareholders as soon thereafter as conveniently may
be held.
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SECTION 2. SPECIAL MEETINGS. Special Meetings of the Shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the Shareholders of not less than 1/10th of all the
outstanding shares of the Corporation entitled to vote at the Meetings.
SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any
place, either within or without the state of Mississippi or the state of
Tennessee unless otherwise prescribed by statute, as the place of meeting for
any Annual Meeting or for any Special Meeting called by the Board of Directors.
A Waiver of Notice signed by all Shareholders entitled to vote at a meeting may
designate any place, either within or without the state of Mississippi or the
state of Tennessee, unless otherwise prescribed by statute, and the place for
holding of such meeting. If no designation is made or if a Special Meeting be
otherwise called, the place of meeting shall be the corporate office of the
Corporation situated in Memphis, Tennessee.
SECTION 4. NOTICE OF MEETINGS. Written Notice setting the place, day
and hour of the Meeting, and, in case of a Special Meeting, the purpose or
purposes for which the Meeting is called, shall, unless otherwise prescribed by
statute, 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 President, or the Secretary, or the person calling the
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, addressed to the Shareholder at his address as it appears
on the Stock Transfer Books of the Corporation, with postage thereon paid. No
Notice of an adjourned Meeting shall be required.
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SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining Shareholders entitled to Notice of, or to vote at any
Meeting of Shareholders or any adjournment thereof, or Shareholders entitled to
receive payment of any dividend, or in order to make a determination of
Shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the Stock Transfer Book shall be closed for a
stated period not to exceed, in any case, forty (40) days. If the Stock
Transfer Book shall be closed for the purpose of determining Shareholders
entitled to Notice of, or to a vote at a Meeting of Shareholders, such Books
shall be closed for at least ten (10) days, immediately preceding such Meeting.
In lieu of closing the Stock Transfer Books, the Board of Directors may fix in
advance, a date as the record date for any such determination of Shareholders,
such date in any case to be not more than forty (40) days, and in case of a
Meeting of Shareholders, not less than ten (10) days prior to the date on which
the particular action, requiring such determination of Shareholders, is to be
taken. If the Stock Transfer Books are not closed and no record date is fixed
for the determination of Shareholders entitled to Notice of, or to vote at a
Meeting of Shareholders, or Shareholders entitled to receive payment of a
dividend, the date on which Notice of the Meeting is mailed or the date on
which the Resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
Shareholders. When a determination of Shareholders entitled to vote at any
Meeting of the Shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof.
SECTION 6. VOTING LISTS. The officer or agent having charge of the
Stock Transfer Books for shares of the Corporation shall make a complete list
of the Shareholders entitled to vote at each Meeting of Shareholders or any
adjournment thereof arranged in alphabetical order,
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with the address of and the number of shares held by each, which list, for a
period of not less than ten (10) days prior to the Meeting, shall be kept on
file at the Registered Office of the Corporation and such list shall be
produced and kept open at the time and place of the Meeting and shall be
subject to the inspection of the Shareholders during the whole time of the
Meeting for any purposes thereof.
SECTION 7. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person by proxy, shall constitute
a quorum at a Meeting of Shareholders, but in no event shall a quorum consist
of less than one-third (1/3) of the votes entitled to vote at the Meeting. If
less than a majority of the shares are represented, then those represented may
adjourn the Meeting from time to time without further notice. At such adjourned
Meeting when a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. The Shareholders present at a duly organized Meeting may constitute to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.
SECTION 8. PROXIES. At all Meetings of the Shareholders, a Shareholder
may vote in person or by Proxy, executed in writing by Shareholder or by his
duly authorized attorney-in-fact. Such Proxy shall be filed with the Secretary
of the Corporation before or at the time of the Meeting. No Proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the Proxy.
SECTION 9. VOTING OF SHARES. Subject to the provisions of Section 12
of this Article II, each outstanding share entitled to vote shall be entitled
to one vote on each matter submitted to a vote at a Meeting of Shareholders.
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SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares outstanding in
the name of another Corporation may be voted by such officer, agent or proxy as
the By-Laws of such Corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such Corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.
Shares standing 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 his name, if authority to do so
be contained in an appropriate order of the court by which such receiver was
appointed.
A Shareholder whose shares are pledged shall be entitled to a vote
such shares until the shares have been transferred into the name of the pledgee
and thereafter, the pledgee shall be entitled to vote the shares so
transferred.
Shares of its own Stock belonging to the Corporation shall not be
voted, directly or indirectly, at any Meeting, and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 11. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided
by law, any action required to be taken at a Meeting of the Shareholders, or
any other action which may be taken at a Meeting of the Shareholders, may be
taken without a Meeting if a consent, in writing, setting forth the action so
taken, shall be signed by all of the Shareholders entitled to vote with respect
to the subject matter thereof.
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SECTION 12. CUMULATIVE VOTE. Unless otherwise provided by law, at each
election for directors, every Shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of shares owned
by him for as many persons as there are directors to be elected and whose
election he has a right to vote, or to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by the
number of his shares shall equal, or by distributing such votes on the same
principal among any number of candidates.
SECTION 13. RESTRICTION ON TRANSFER AND SALE. The Directors of the
Corporation are authorized, upon Resolution of the Shareholders, to cause a
Restriction on transfer and sale of shares to be typed on each Certificate of
Stock issued by the Corporation, and said Restriction is to be in the following
wording:
"RESTRICTION ON TRANSFER AND SALE: The shares of stock
represented by this Certificate may not be sold, transferred,
or assigned except as provided in the Corporation's
Certificate of Incorporation, its By-Laws, or Agreement among
Shareholders and any Amendments thereto and is subject to
Restrictions adopted by the Shareholders of the Corporation
at a meeting on November 7, 1997.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS.(1) The number of
Directors of the Corporation shall be not less than two (2) nor more than five
(5). Each Director
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(1) Article III, Section 2 amended on 10/29/98 to provide for one or more
directors (See Attached).
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shall hold office until the next Annual Meeting of Shareholders or until his
successor shall have been elected and qualified.
SECTION 3. REGULAR MEETINGS. A Regular Meeting of the Board of
Directors shall be held without other Notice in accordance with this By-Law
immediately after, and at the same place as the Annual Meeting of Shareholders.
The Board of Directors may provide, by Resolution, the time and place for the
holding of additional Regular Meetings without other Notice than such
Resolution. Joint-Meetings of Shareholders and Board of Directors may be held.
SECTION 4. SPECIAL MEETINGS. Special Meetings of the Board of
Directors may be called by, or at the request of the President or any Director.
Such Special Meetings of the Board shall not be held outside of the State of
Tennessee.
SECTION 5. NOTICE. Notice of any Special Meeting shall be given at
least five (5) days previously thereto by written Notice delivered personally,
or mailed to each Director at his business address, or by telegram. If mailed,
such Notice shall be deemed and delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If Notice is given by telegram
is delivered to the telegraph company any Director at a Meeting shall
constitute a Waiver of Notice of such Meeting, except where a Director attends
a Meeting for the express purpose of objecting to the transaction of any
business because the Meeting is not lawfully called or conveyed.
SECTION 6. QUORUM. A majority of the number of Directors fixed by
Section 2 of this Article III, shall constitute a quorum for the transaction of
business at any Meeting of the Board of Directors, but if less than such
majority is present at a Meeting, a majority of the Directors present may
adjourn the Meeting from time to time without further Notice.
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SECTION 7. MANNER OF ACTING. The act of the majority of the Directors
present at a Meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 8. ACTION WITHOUT A MEETING. Any action that may be taken by
the Board of Directors at a formal meeting may be taken without a Meeting if a
consent in writing, setting forth the action to be taken, shall be signed
before such action by all of the Board of Directors.
SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors, unless otherwise provided
by law. A Director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number
of Directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of Directors by the
Shareholders.
SECTION 10. COMPENSATION. By Resolution of the Board of Directors,
each Director may be paid his expenses, if any, of attendance at each Meeting
of the Board of Directors, and may be paid a stated salary as Director or a
fixed sum for attendance at each Meeting of the Board of Directors or both. No
such payment shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation.
SECTION 11. PRESUMPTION OF ASSENT. A Director of the Corporation 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 action unless his
dissent shall be entered in Minutes of the Meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
Meeting before the adjournment therefore, or shall forward such dissent by
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registered mail to the Secretary of the Corporation immediately after
adjournment of the Meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
SECTION 12. REMOVAL OF DIRECTORS. Any and all of the Directors may be
removed without cause by vote of the Shareholders.
ARTICLE IV: OFFICERS
SECTION 1. NUMBER. The Officers of the Corporation shall be a
President, Secretary, Treasurer and Vice-Presidents, if so determined by the
Board of Directors, and such other officers and assistant officers, as may be
deemed necessary, and elected or appointed by the Board of Directors. The Board
of Directors shall determine whether any two (2) offices shall be held by the
same person.
SECTION 2. ELECTION AND TERM OF THE OFFICE. The Officers of the
Corporation to elected by the Board of Directors shall be elected annually by
the Board of Directors at the First Meeting of the Board of Directors held
after each Annual Meeting of the Shareholders. Each Officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. REMOVAL. Any Officer or agent 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.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal or disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
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SECTION 5. CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT. The
President of the Corporation shall be Chairman of the Board of Directors. He
shall preside at all Meetings of the Shareholders and Board of Directors.
SECTION 6. PRESIDENT. The President of the Corporation shall be the
General Manager of the Corporation. He shall carry out the policy formulated by
the Board of Directors. The President of the Corporation shall assign the
duties and responsibilities of all other Officers of the Corporation. He may
sign, with the Secretary or any other proper Officer of the Corporation
thereunto authorized by the Board of Directors, Certificates for shares of
Corporation, any deeds, mortgages, bonds, contracts or instruments which the
Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws to some officer or agent of the Corporation, and
shall perform all duties intent to the Office of the President and such other
duties as may be prescribed by the Board of Directors from time to time.
SECTION 7. VICE-PRESIDENTS. The duly elected Vice-Presidents of the
Corporation shall perform such duties and responsibilities as may be assigned
to them by the President. The Executive Vice-President of the Corporation, if
one is elected, shall be charged with the duties and responsibilities of the
President when the President is outside the states of Tennessee and Mississippi
or is incapacitated.
SECTION 8. SECRETARY. The Secretary shall:
(a) Keep the Minutes of the proceedings of the Shareholders and of the
Board of Directors in one or more books provided for that purpose;
(b) See that all Notices are duly given in accordance with the
provisions of these By-Laws or as required by law;
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(c) Be custodian of the Corporate Records;
(d) Keep a Register of the post office address of each Shareholder
which shall be furnished to the Secretary by such Shareholder;
(e) Sign with the President, Certificates for Shares of the
Corporation, the issuance of which shall have been authorized by Resolution of
the Board of Directors;
(f) Have general charge of the Stock Transfer Books of the
Corporation; and
(g) In general, perform all duties incident to the Office of Secretary
and such other duties as from time to time may be assigned to him by the
President or the Board of Directors.
SECTION 9. TREASURER. The Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and
securities of the Corporation;
(b) Receive and give receipts for money due and payable to the
Corporation from any source whatsoever, and deposit all such monies in the name
of the Corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of Article V of these
By-Laws; and
(c) In general, perform all of the duties incident to the Office of
Treasurer and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with surety for sureties as the Board of Directors shall
determine.
SECTION 10. SALARIES. The salaries of the Officers shall be fixed from
time to time by the Board of Directors and no Officer shall be prevented from
receiving such salary by reason of the fact he is also a Director of the
Corporation.
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ARTICLE V: CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any Officer
or Officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name or on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS: No loan shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a Resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. 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 Corporation, shall be signed by such Officer or Officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by Resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other deposits as the Board of Directors may
select.
SECTION 5. SEAL. The Corporation may have a seal if and should the
Board of Directors so determine. Should the Board of Directors determine that
the Corporation shall have a Seal, on the Seal shall be the Corporation's name,
the State of Mississippi and the year of incorporation. Such Seal shall be used
on all official papers and instruments executed by and on behalf of the
corporation.
ARTICLE VI: CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the Board of
Directors. Such
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Certificates shall be signed by the President and by the Secretary, or by such
other Officers authorized by law and by the Board of Directors. All
Certificates for Shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the Stock Transfer Books of the Corporation. All Certificates
surrendered to the Corporation for transfer shall be canceled and no new
Certificate shall be issued until the former Certificate for a like number of
shares have been surrendered and cancelled, except that in the case of a lost,
destroyed or mutilated Certificate, a new one may be issued upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the Stock Transfer Books of the Corporation by the holder
of record thereof or by his legal representative who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
"power-of-attorney" duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the Certificate for such
shares. The person in whose name shares stand on the Books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
The Board of Directors, with ratification by the Shareholders, may place a
Restriction on the Sale and disposition of stock, but not inconsistent with
Article II, Section 13, of these By-Laws.
ARTICLE VII: AUTHORITY TO BORROW
The Board of Directors of the Corporation shall have such authority
and may exercise such from time to time borrow monies and/or funds binding the
Corporation. The Directors shall have the authority to authorize the President
to borrow money and/or funds, when needed by the Corporation, from banks and/or
individuals; to mortgage and/or pledge and/or place liens on
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corporate property to secure such loans. The Directors shall be empowered to
issue such indentures and/or bonds, in accordance with the law secured by the
Corporation's property and assets. The President of the Corporation is
authorized to execute such instruments in order to carry out Resolutions,
relative to borrowing, as the Board of Directors may authorize.
ARTICLE VIII: FISCAL YEAR
The Fiscal Year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law or its Article of Incorporation.
ARTICLE X: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any Notice is required to
be given to any Shareholder or Director to the Corporation under the provisions
of these By-Laws, or under the provisions of the Article of Incorporation, or
under the provisions of the State of Mississippi applicable Code Sections, a
Waiver thereof in writing signed by the person or persons entitled to such
Notice, whether before or after the time stated therein shall be deemed
equivalent to the giving of such Notice.
ARTICLE XI: OPTION STOCK, BONUS AND EMPLOYMENT CONTRACTS
The Board of Directors may, from time to time, authorize option stock
to Officers and Directors of the Corporation at a price set by the Board of
Directors either as a bonus or for cash or an incentive to executives of the
Corporation. In addition, the Board of Directors may enter into employment
contracts to applicants for employment as executives of the Corporation.
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The authority of the Board of Directors to create and authorize the
issuance of right or options entitling designated persons to purchase from the
Corporation, any shares of its capital stock of any class or classes shall be
evidenced by such instruments as the Board of Directors shall approve. The
terms upon which such rights or options may be issued and any such shares may
be fixed by the Board of Directors. In the absence of actual fraud in the
transaction, the judgment of the Directors as to the consideration for the
issue of such rights or options shall be conclusive.
Nothing herein shall restrict and/or abridge the rights of the
Shareholders of the Corporation to create option stock for issues to the
Shareholders of record nor for the Shareholders to declare option stock for
Officers of the Corporation.
The Shareholders, at any Regular and/or Special Meeting, may establish
preemptive rights for Shareholders.
ARTICLE XII: PROFIT-SHARING PLAN
The Board of Directors, at its First Meeting, or any Annual or Special
Meeting thereafter, may adopt a Profit Sharing Plan for Officers and employees
of the Corporation, and the Board of Directors of the Corporation will have
full authority to administer the Plan which may be discontinued at any time by
the Board of Directors.
ARTICLE XIII: BONUS
The Board of Directors may at the end of each Fiscal Year, authorize
payments of a bonus to Officers and employees, who are employed by the
Corporation on the last day of the Fiscal Year. Such bonus, if authorized,
shall be based on performance and that person's contribution to the profits of
the Corporation. No Officer or employee shall be entitled to receive a bonus by
virtue of length of service only. Sales personnel may receive a bonus, if
authorized.
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ARTICLE XIV: INDEMNITY
(a) Any person made a party to any action by reason of the fact that
he, his testator, or intestate representative, is or was a Director, Officer or
employee of the Corporation, or of any corporation in which he served as such
at the request of the Corporation, shall be indemnified by the Corporation
against the reasonable expenses, including attorney's fees, actually and
necessarily incurred by him in connection with the defense of such action, suit
or proceedings, or in connection with any appeal therein, except in relation to
matters as to which it shall be adjudged in such action, suit or proceeding, or
in connection with any appeal therein that such Officer, Director or employee
is liable for negligence or misconduct in the performance of his duties;
(b) The foregoing rights of indemnification shall not be deemed
exclusive of any rights to which any Officer or Director or employee may be
entitled, apart from the provisions of this Section; and
(c) The amount of indemnity to which any Officer or any Director may
be entitled shall be fixed by the Board of Directors, except that in any case
where there is no disinterested majority of the Board of Directors available,
the amount shall be fixed by arbitration pursuant to the then existing rules of
the American Arbitration Association.
ARTICLE XV: SUBCHAPTER "S"
The Shareholders of the Corporation may elect for the Corporation to
be taxed as a Subchapter "S" Corporation.
ARTICLE XVI: AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by the Shareholders at any Regular or Special Meeting.
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CERTIFICATE
I, Peggy Lunati, Secretary of LMT Motor Sports Corporation, certify
that the foregoing By-Laws are the true and correct By-Laws of the Corporation,
adopted and approved by a Resolution of the Shareholders at a Meeting held on
the 7th day of November, 1997.
/s/ Peggy Lunati
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PEGGY LUNATI, Secretary
(SEAL)
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Annex A
RESOLUTIONS OF THE SOLE SHAREHOLDER
OF LMT MOTOR SPORTS CORPORATION (THE "COMPANY")
RESOLVED, that Article III, Section 2 of the Bylaws of the Company is
hereby amended in its entirety such that, as amended, Article III, Section 2 of
the Bylaws shall read as follows:
"The Board of Directors shall consist of one or more members. The
number of Directors shall be fixed, and may be changed, from time to time by
action of the Shareholders or by action of the Board. Directors need not be
Shareholders. Each Director shall hold office until a successor is elected and
qualified or until such Director's death, resignation or removal."
RESOLVED, that pursuant to the Bylaws of the Company, the number of
directors of the Company is hereby set at one;
RESOLVED, that Robert Wineland be, and hereby is, elected as the sole
director of the Company, to serve in such capacity until his successor is
elected and has qualified or until his earlier resignation or removal.