BYLAWS
OF
MOUNTAIN STATES CAPITAL, INC.
BYLAWS
ARTICLE I
SECTION 1. The known place of business of the Corporation, which shall also
be known as its principal place of business, shall be at the address so
designated in the Articles of Incorporation, or if no address is so designated,
at the address of the Corporation's statutory agent as set forth in the Articles
of Incorporation. The address of the Corporation's known place of business may
be changed from time to time by the Board in the manner provided in the Arizona
Revised Statutes and without amending the Articles of Incorporation.
SECTION 2. The Corporation may have offices at such places, both within and
without the State of Arizona, as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Any meeting of the stockholders for the election of directors or
for any other purpose may be held at such time and place, within or without the
State of Arizona, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
SECTION 2. An annual meeting of stockholders shall be held on the 15th day
of March, commencing in 1997, at the principal place of business of the
Corporation in the State of Arizona, or on such other date and at such other
place as the Board of Directors may specify, within or without the State of
Arizona, at which meeting the stockholders entitled to vote shall elect a board
of directors (by the cumulative system of voting if, but only if, the same shall
then be mandatory for corporations organized under the laws of the State of
Arizona) and shall transact such other business as may properly be brought
before the meeting. The candidates receiving the greatest number of votes, up to
the number of directors to be elected, shall be the directors.
SECTION 3. Written notice stating the time and place of the annual meeting
shall be given to each stockholder entitled to vote thereat at least ten days
(but no more than fifty days) before the date of the meeting.
SECTION 4. The officer who has charge of the stock transfer books of the
Corporation shall prepare and make a complete record of the stockholders
entitled to vote at each meeting of the stockholders, arranged in alphabetical
order with the address of and the number of shares and voting shares held by
each. Such record shall be produced and kept open at the time and place of the
meeting during the whole time thereof and shall be subject to the inspection of
any stockholder during the whole time of the meeting for the purposes thereof.
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SECTION 5. A special meeting of the stockholders, for any purpose or
purposes, unless otherwise provided by statute or by the Articles of
Incorporation, may be called by the President or shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning at least ten
percent (10%) in amount of all of the stock of the Corporation issued and
outstanding and entitled to vote at such meeting. Such request shall state the
purpose or purposes of the proposed meeting.
SECTION 6. Written notice of a special meeting of stockholders, stating in
reasonable detail the time, place and purposes thereof, shall be given to each
stockholder entitled to vote thereat, at least ten days (but no more than fifty
days) before the date fixed for the meeting.
SECTION 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
SECTION 8. The holders of a majority of the stock issued and outstanding
and entitled to vote on any matter to be considered thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, a majority of the
stockholders entitled to vote on any matter to be considered thereat, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time for an aggregate period not in excess of 30 days, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.
SECTION 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power with respect to each question,
present in person or represented by proxy, shall decide such question brought
before such meeting, unless the question is one upon which, by express provision
of statute or of the Articles of Incorporation or these Bylaws, a different vote
is required, in which case such express provision shall govern and control the
decisions of such question.
SECTION 10. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, except as may otherwise be
specified by the Articles of Incorporation. The Board of Directors may establish
such reasonable record dates for determining stockholders entitled to notice of
a meeting and to vote thereat, and for other purposes, as may be consistent with
applicable law, as contemplated by Article VII, Section 5 hereof. No proxy shall
be effective unless in writing and in compliance with (i) applicable law and
(ii) such reasonable requirements as the Board of Directors may prescribe.
Unless demanded by a shareholder present in person or by proxy at any meeting of
the shareholders and entitled to vote thereat, or unless so directed by the
chairman of the meeting, the vote thereat on any question need not be by ballot.
If such demand or direction is made, a vote
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by ballot shall be taken, and each ballot shall be signed by the shareholder
voting, or by his or her proxy, and shall state the number of shares voted.
SECTION 11. Any action required or permitted to be taken at a meeting of
stockholders may be effected by an instrument in writing setting forth such
action, executed by each stockholder entitled to vote thereon, which instrument
shall be filed at the principal office of the Corporation or with the minutes
maintained for meetings of stockholders.
ARTICLE III
DIRECTORS
SECTION 1. The business and affairs of the Corporation shall be, managed by
its Board of Directors, which may exercise all powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.
SECTION 2. The number of directors shall be fixed from time to time by
resolution of the Board of Directors within the limits (if any) prescribed by
the Articles of Incorporation. The directors shall be elected at the annual
meeting of stockholders, or by unanimous written consent of stockholders (in
accordance with Article II hereof), except as provided in Section 4 of this
Article; and each director elected shall hold office until his successor is
elected unless sooner displaced. Directors need not be stockholders. Subject to
the limitations imposed by applicable law, the holders of a majority of the
shares then entitled to A vote at an election of directors may remove a director
or directors (or all directors) at any time, with or without cause.
SECTION 3. Any director may resign at any time by giving written notice of
his or her resignation to the Corporation. Any such resignation shall take
effect at the time specified therein, or, if the time when it shall become
effective is not specified therein, it shall take effect immediately upon its
receipt by the President or the Secretary; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 4. Vacancies, by death, resignation, removal or otherwise, and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors, or the sole remaining
director, then in office, though less than a quorum; and the director(s) so
chosen shall hold office until the next election of directors when their
successor(s) are duly elected, unless sooner displaced.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 5. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Arizona; and
such meetings may be held by means of conference telephone or other similar
communications equipment by means of which all persons
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participating in the meeting can hear each other. Participation in a meeting
pursuant to such communication shall constitute presence in person at such
meeting.
SECTION 6. The first meeting of each newly elected Board of Directors shall
be held at the same place as, and immediately after, the annual meeting of
stockholders. No notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present. In the event such meeting is not held at such time and place, or in the
event a unanimous written consent of stockholders shall be filed in lieu of the
annual meeting of stockholders, the meeting may be held at such time and place.
as shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the directors.
SECTION 7. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.
SECTION 8. Special meetings of the Board of Directors may be called by the
President and shall be called by the Secretary upon the written request of a
majority of the Board of Directors. Notice of special meetings of the Board of
Directors shall be given to each director at least twenty-four hours before the
time of the meeting.
SECTION 9. At all meetings of the Board, a majority of the total number of
directors then set shall constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except, in either event,
as may be otherwise specifically provided by statute or by the Articles of
Incorporation or these Bylaws. If a quorum shall not be present at any meeting
of the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally noticed.
SECTION 10. Any action required or permitted to be taken at a meeting of
directors may be effected by an instrument in writing setting forth such action,
executed by all the directors, which instrument shall be filed at the principal
office of the Corporation or with the minutes maintained for meetings of
directors.
COMMITTEES OF DIRECTORS
SECTION 11. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate, change or dissolve one or more committees, each
committee to consist of one or more of the directors of the Corporation, which
(to the extent provided in the resolution, subject to the Articles of
Incorporation and applicable law) shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Such
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committee or committees shall have such name or names as may be determined from
time to time by resolution.
SECTION 12. The committees shall keep regular minutes of their proceedings
and report the same to the Board of Directors when required.
COMPENSATION OF DIRECTORS
SECTION 13. As set by resolution of the Board, the directors may be; paid
their actual expenses, if any, of attending meetings of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or stated salaries as directors. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may similarly
be allowed compensation for attending committee meetings.
ARTICLE IV
NOTICES
SECTION 1. Except as otherwise provided below, notices to directors and
stockholders shall be in writing and delivered personally or mailed to the
directors or stockholders at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given three days after the
time when the same shall be mailed, postage prepaid, to such addresses. Notice
to directors may be given by telegram, any other form of written communication
or by telephone.
SECTION 2. Any notice required to be given under the provisions of
applicable law or of the Articles of Incorporation or of these Bylaws may be
waived in writing, either before or after the event requiring such notice,
provided such waiver is signed by the person or persons entitled to said notice.
Attendance at a meeting by a person shall constitute a conclusive waiver of any
objections made by any person with respect to the notice given to such person
unless attendance shall be solely for the purpose of objection.
ARTICLE V
OFFICERS
SECTION 1. The officers of the Corporation shall be elected by the Board of
Directors and shall be a minimum of a president, a secretary and a treasurer.
The Board of Directors may also elect a Chairman of the Board, one or more
vice-presidents and assistant secretaries and assistant treasurers. Two or more
offices may be held by the same person.
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SECTION 2. The Board of Directors at its first meeting after each annual
meeting of stockholders (or pursuant to a unanimous consent in lieu thereof)
shall elect, at a minimum, a president, a secretary and a treasurer, none of
whom need be a member of the Board.
SECTION 3. The Board of Directors may appoint and remove such agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board. The power to appoint and remove agents may be delegated by
the Board.
SECTION 4. The salaries of all officers and agents of the Corporation shall
be fixed by the Board of Directors. Election or appointment of an officer or
agent shall not itself create contract rights.
SECTION 5. The officers of the Corporation shall hold office until their
successors are chosen, or until sooner displaced. Any officer elected by the
Board of Directors may be removed, with or without cause, at any time by the
affirmative vote of a majority of the directors then serving. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
SECTION 6. Any officer may resign at any time by giving written notice of
his or her resignation to the Board, the President or the Secretary. Any such
resignation shall take effect at the time specified therein, or, if the time
when it shall become effective is not specified therein, it shall take effect
immediately upon its receipt by the Board, the President or the Secretary; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
THE PRESIDENT
CHAIRMAN OF THE BOARD OF DIRECTORS
SECTION 7. The President shall be the chief executive officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall be ex officio a member of all standing committees and shall
have general and active management of the business of the Corporation.
SECTION 8. He may execute all bonds, mortgages and other contracts or
instruments in the ordinary course of the business of the Corporation. Unless
the Board of Directors specifies otherwise, the President shall have authority
to vote (or grant a proxy with respect to) any securities held or owned by the
Corporation.
SECTION 9. In the event the Board of Directors elects a Chairman of the
Board of Directors who is not also the President, he shall have all the powers
of the President in the President's absence or inability to act and such other
powers as the Board of Directors shall designate.
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THE VICE-PRESIDENTS
SECTION 10. The Vice-Presidents in the order of their seniority of
election, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President and Chairman of the Board of Directors,
if there be one, perform the duties and exercise the powers of the President.
They shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
SECTION 11. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record or cause to be
recorded all the proceedings of such meetings in a book or books to be kept for
that purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, required notices of all meetings
of the stockholders and the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall keep in safe custody the seal of the
Corporation and, when authorized by the Board of Directors, affix the same to
any contract or instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary. He shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
SECTION 12. The Assistant Secretaries in the order of their seniority of
election, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
SECTION 13. The Treasurer shall have the custody of the corporate funds and
securities, shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
SECTION 14. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.
SECTION 15. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of
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his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
SECTION 16. The Assistant Treasurers in the order of their seniority of
election, unless otherwise determined by the Board of Directors, shall, in the
absence of disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subject to the further provisions hereof the Corporation shall indemnify
any and all of its directors, officers, former directors, and former officers,
to the full extent permitted under applicable law against all amounts incurred
by them and each of them, including but a not limited to expenses, legal fees,
costs, judgments, fines and amounts paid in settlement which may be actually and
reasonably incurred, rendered or levied in any threatened, pending or completed
action, suit or proceeding brought against any of them for or on account of any
action or omission alleged to have been committed while acting within the scope
of his duties as a director or officer of the Corporation.
Whenever any such director or officer shall report to the President of the
Corporation or the Board of Directors that he has incurred or may incur such
amounts, the Corporation shall, within a reasonable time thereafter, determine
in a manner consistent with applicable law (including A.R.S. ss. 10-850-10-858)
whether, in regard to the matter involved, such person acted or failed to act
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Corporation and, with respect to any criminal action or
proceeding had no reasonable cause to believe his conduct was unlawful. If the
Corporation so determines that such person acted or failed to act in such a
manner with regard to the matter involved, indemnification shall be mandatory
and shall be automatically extended as specified herein; provided, however, that
the Corporation shall have the right to refuse indemnification in any instance
in which the person to whom indemnification would otherwise have been applicable
shall not offer the Corporation the opportunity, at its own expense and through
counsel of its own choosing, to defend him in the action, suit or proceeding.
Nothing contained herein is intended to limit any right of indemnification or
other rights provided by Arizona Revised Statutes ss.ss. 10-850 to 10-858, or
other applicable law.
ARTICLE VII
CERTIFICATES OF STOCK; DEBT INSTRUMENTS
SECTION 1. Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
President or a Vice-President and the Secretary or an Assistant Secretary,
certifying the number of shares owned by him in the Corporation. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any
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class of stock, the designations, preferences, limitations and rights of each
class or series shall be set forth in full or summarized on the face or back of
the certificate which the Corporation shall issue to represent such class or
series of stock; provided, however, that except as otherwise provided by
applicable law, in lieu of the foregoing requirements, there may be set forth on
the face or back of a certificate a statement to the effect that the Corporation
will furnish any shareholder upon request and without charge such a description
or summary.
SECTION 2. Where a certificate, bond, debenture or other debt security
instrument is (1) signed by a transfer agent or an assistant transfer agent or
(2) registered by a registrar other than the Corporation or an employee of the
Corporation, the signature of any President, Vice-President, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or instrument shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise before such
certificate or instrument have been delivered by the Corporation, such
certificate or instrument may nevertheless be adopted by the Corporation and be
issued and delivered as though the person or persons who signed such certificate
or instrument or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.
LOST CERTIFICATES
SECTION 3. The Board of Directors may direct a new certificate or
instrument to be issued in place of any certificate or instrument theretofore
issued by the Corporation alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate or
instrument to be lost or destroyed. When authorizing such issue of a new
certificate or instrument, 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 instrument, or his legal representative, to give the
Corporation such indemnity as it may direct against any claim that may be made
against the Corporation with respect to the certificate or instrument alleged to
have been lost or destroyed.
TRANSFERS OF STOCK
SECTION 4. Transfers of shares of stock of the Corporation shall be made
only on the stock transfer books of the Corporation. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for shares
properly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, and payment of all taxes thereon the Corporation shall
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
RECORD DATES
SECTION 5. The Board of Directors may fix in advance a date, not more than
seventy (70) days (nor less than ten (10) days) preceding the date of any
meeting of stockholders, or the date for the
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payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or the date of any other lawful action, for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to express consent to corporate) action in
writing without a meeting, or to receive payment of any such dividend, or to
receive any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of capital stock, and in such case each
such stockholder and only such stockholders as shall be stockholders of record
on the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to express such consent, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any stock on
the books of-the Corporation after any such record date fixed as aforesaid.
REGISTERED STOCKHOLDERS
SECTION 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, to vote as such owner, to transfer such shares and for all other
purposes; and the Corporation 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 the laws of the State of Arizona.
GENERAL PROVISIONS
DIVIDENDS
SECTION 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation (or of any resolution of the
Board of Directors establishing any series of any class of stock adopted
pursuant to the provisions of the Articles of Incorporation), if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation and applicable
law.
SECTION 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, equalize dividends, or to repair or
maintain any property of the Corporation, and for such other purpose as the
directors shall determine to be in the best interests of the Corporation. The
directors may modify or abolish any such reserve in the manner in which it was
created.
CHECKS
SECTION 3. All checks, drafts, or orders or demands for or to pay money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board
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of Directors may from time to time designate or in the absence of such
designation by the President or the Treasurer.
CONTRACTS
SECTION 4. Except as otherwise required by law or by these Bylaws, any
contract or instrument approved by the Board may be executed and delivered in
the name of the Corporation and on its behalf by the President or a Vice
President. In addition, the Board may authorize any other officer or officers or
agent or agents to execute and deliver any contract or instrument in the name of
the Corporation and on its behalf, and such authority may be general or confined
to specific instances as the Board may by resolution determine.
ATTESTATION
SECTION 5. Any Vice President, the Secretary, or any Assistant Secretary
may attest the execution of any contract, instrument or document by the
President or any other duly authorized officer or agent of the Corporation and
may affix the corporate seal, if any, in witness thereof, but neither such
attestation nor the affixing of a corporate seal shall be requisite to the
validity of any such document or instrument.
FISCAL YEAR
SECTION 6. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.
SEAL
SECTION 7. A corporate seal shall not be requisite to the validity of any
contract, instrument or document executed by or on behalf of the Corporation.
The corporate seal, if any, shall have inscribed thereon the name of the
Corporation, and the year of its organization. The seal may be used by causing
it or a facsimile thereof to be impressed, affixed or otherwise reproduced.
LOANS TO DIRECTORS OR EMPLOYEES
SECTION 8. The Corporation shall not make any loan to a director, or
guarantee any indebtedness of a director or otherwise use its credit to assist a
director, without the express authorization by the stockholders in each
particular case. The Board of Directors may authorize the a Corporation to make
a loan to any employee of the Corporation (including any director who is also an
employee), or to guarantee indebtedness of or otherwise use its credit to assist
such employee, if the Board determines that the same may be reasonably expected
to benefit the Corporation; any resolution properly adopted by the Board
authorizing a loan to any employee by the Corporation (or authorizing any such
guarantee or use of credit) shall conclusively evidence such a determination by
the Board, whether or not expressed therein.
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BOOKS AND RECORDS
SECTION 9. Any person who shall have been a holder of record of shares or
of a voting trust beneficial interest therefore at least six months immediately
preceding his demand or shall be the holder of record of, or the holder of
record of a voting trust beneficial interest for, at least five percent of all
the outstanding shares of the corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person, or by agent or
attorney, at any reasonable time or times, for any proper purpose the
Corporation's relevant books and records of accounts, minutes, and record of
shareholders and to make copies of or extracts therefrom.
INTERPRETATIONS
SECTION 10. To the extent permitted by the context in which used, words in
the singular number shall include the plural, words in the masculine gender
shall include the feminine and neuter, and vice versa.
SECTION 11. Captions used herein are for convenience only and are not a
part of these Bylaws and shall not be deemed to limit or alter any provisions
hereof and shall not be deemed relevant in construing these Bylaws.
ARTICLE IX
AMENDMENTS
SECTION 1. Subject to the Articles of Incorporation, these Bylaws may be
altered, amended or repealed at any regular or special meeting of the
stockholders or of the Board of Directors.
Adopted on August 31, 1998.
Confirmed as to adoption:
Secretary
/s/ Chad Collins
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Chad Collins
Secretary
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