Exhibit 3.2
BYLAWS
OF
GOLD AND MINERALS COMPANY, INC.
ARTICLE I
OFFICES
Section 1.01. REGISTERED OFFICE AND AGENT. The principal office and
resident agent of the Gold And Minerals Company, Inc. (the "Corporation") in
Nevada shall be as designated by the Board of Directors from time to time.
Section 1.02. OTHER OFFICES. The Corporation may establish and maintain
such other offices at such other places of business both within and without the
State of Nevada as the Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDERS
Section 2.01. ANNUAL MEETINGS. The annual stockholders' meeting for
electing Directors and transacting other business shall be held at such time and
place within or without the State of Nevada as may be designated by the Board of
Directors in a Resolution and set forth in the notice of the meeting. Failure to
hold any annual stockholders' meeting at the designated time shall not work a
forfeiture or dissolution of the Corporation.
Section 2.02. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Board of Director or by the Chairman of the Board, if one be
elected, or by the President, and shall be called by the President or Secretary
at the request in writing of stockholders owning not less a majority of all the
shares entitled to vote at the proposed meeting. Such request shall state the
purpose or purposes of the proposed meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice
thereof.
Section 2.03. PLACE OF MEETING. All stockholders' meetings shall be held at
such place, within or without the State of Nevada as shall be fixed from time to
time by resolution of the Board of Directors.
Section 2.04. NOTICE OF MEETINGS. Written or printed notice stating 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 be delivered not less
than ten or more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary or
the officer or persons calling the meeting, to each stockholder of record
entitled to vote at such meeting, except that if the authorized shares are to be
increased, at least thirty days' notice shall be given. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the stockholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
Section 2.05. WAIVER OF NOTICE. Whenever any notice is required to be given
to any stockholder of the Corporation under the provisions of any statute or
under the provisions of the Articles of Incorporation or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before, at or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder at a meeting of stockholders
shall constitute a waiver of notice of such meeting, except when such
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
Section 2.06. ORGANIZATION. Meetings of the stockholders shall be presided
over by the Chairman of the Board, or if he is not present or one has not been
elected, by the President, or if neither the Chairman of the Board nor the
President is present, by a chairman pro tempore to be chosen by a majority of
the stockholders entitled to vote who are present in person or by proxy at the
meeting. The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, or if neither the Secretary
nor any Assistant Secretary is present, by a secretary pro tempore to be chosen
by a majority of the stockholders entitled to vote who are present in person or
by proxy at the meeting.
Section 2.07. VOTING. Except as otherwise specifically provided by the
Articles of Incorporation or by these Bylaws or by statute, all matters coming
before any meeting of stockholders shall be decided by a vote of the majority of
the votes cast. The vote upon any question shall be by ballot whenever requested
by any person entitled to vote, but, unless such a request is made, voting may
be conducted in any way approved at the meeting.
Section 2.08. STOCKHOLDERS ENTITLED TO VOTE. Each stockholder of the
Corporation shall be entitled to vote, in person or by proxy, each share of
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stock standing in his name on the books of the Corporation on the record date
fixed or determined pursuant to Section 6.06 hereof.
Section 2.09. PROXIES. The right to vote by proxy shall exist only if the
instrument authorizing such proxy to act shall have been executed in writing by
the stockholder himself or by his attorney-in-fact duly authorized in writing.
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 months from the date
of its execution, unless otherwise provided in the proxy.
Section 2.10. QUORUM. The presence at any stockholders' meeting, in person
or by proxy, of the record holders of shares aggregating the number of shares
entitled to vote at the meeting as indicated in the Articles of Incorporation
shall be necessary and sufficient to constitute a quorum for the transaction of
business. The stockholders present at the stockholders meeting for which a
quorum exists, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section 2.11. ABSENCE OF QUORUM. In the absence of a quorum at any
stockholders' meeting, a majority of the total number of shares entitled to vote
at the meeting and present there at, in person or by proxy, may adjourn the
meeting for a period not to exceed sixty days at any one adjournment. Any
business that might have been transacted at the meeting originally called may be
transacted at any such adjourned meetings at which a quorum is present.
Section 2.12. LIST OF STOCKHOLDERS. The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make, at least ten
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, which the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the principal office of the Corporation, whether within or without the
State of Nevada, and shall be subject to the inspection of any stockholder
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the stockholders entitled to examine such
list or transfer books or to vote at any meeting of stockholders. Failure to
comply with the requirements of this Section 2.12 shall not affect the validity
of any action taken at such meeting of stockholders.
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Section 2.13. ACTION BY STOCKHOLDERS WITHOUT A MEETING. Any action required
to be taken at a meeting of the stockholders of the Corporation or any action
which may be taken at such a meeting, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by a
majority of the stockholders entitled to vote with respect to the subject matter
thereof, except that if a different proportion of voting power is required for
such action at a meeting, then that proportion of written consents is required.
Such consents shall have the same force and effect as a vote in person of the
stockholders of the Corporation. A consent shall be sufficient for this Section
2.13 if it is executed in counterparts, in which event all of such counterparts,
when taken together, shall constitute one and the same consent.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01. NUMBER AND TERM OF OFFICE. The Board of Directors of the
Corporation shall consist of one or more Directors, as determined by the Board
of Directors of the Corporation. Each Director (whenever elected) shall hold
office until his successor shall have been elected and qualified unless he shall
resign or his office shall become vacant by his death or removal. Directors need
not be residents of the State of Nevada or stockholders of the Corporation.
Section 3.02. ELECTION OF DIRECTORS. Except as otherwise provided in
Sections 3.03 and 3.04 hereof and except as otherwise provided in the Articles
of Incorporation, the Directors shall be elected annually at the annual
stockholders' meeting for the election of Directors. The persons elected as
Directors shall be those nominees, equal to the number then constituting the
Board of Directors, who shall receive the largest number of affirmative votes
validly cast at such election by the holders of shares entitled to vote
therefor. Failure to annually re-elect Directors of the Corporation shall not
affect the validity of any action taken by a Director who shall have been duly
elected and qualified and who shall not, at the time of such action, have
resigned, died, or been removed from his position as a Director of the
Corporation.
Section 3.03. REMOVAL OF DIRECTORS. At a meeting called expressly for that
purpose, the entire Board of Directors or any lesser number may be removed, with
or without cause, by a vote of the holders of the majority of the shares then
entitled to vote at an election of Directors.
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Section 3.04. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. 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. A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office and until his successor shall have
been elected and qualified. Any number of Directors shall be filled by the
affirmative vote of a majority of the Directors then in office or by an election
at an annual meeting of a special meeting of the stockholders called for that
purpose. A Director chosen to fill a position resulting from an increase in the
number of directors shall hold such position until the next annual meeting of
stockholders and until his successor shall have been elected and qualified.
Section 3.05. RESIGNATIONS. Any Director may resign at any time by mailing
or delivering or by transmitting by telegram or cable written notice of his
resignation to the Board of Directors of the Corporation at the Corporation's
principal office or its registered office in the State of Nevada or to the
President, the Secretary, or any Assistant Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein or if no time
be specified, then at the time of receipt thereof.
Section 3.06. GENERAL POWERS. The business of the Corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things 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 3.07. ANNUAL MEETINGS. The annual meeting of the Board of Directors
for electing officers and transacting other business shall be held immediately
after the annual stockholders' meeting at the place of such meeting. Failure to
hold any annual meeting of the Board of Directors of the Corporation at the
designated time shall not work a forfeiture or dissolution of the Corporation.
Section 3.08. REGULAR MEETINGS. The Board of Directors from time to time
may provide by resolution for the holding of regular meetings and fix the time
and place of such meetings. Regular meetings may be held within or without the
State of Nevada. Notice of regular meetings need not be given, provided that
notice of any change in the time or place of such meetings shall be sent
promptly to each Director not present at the meeting at which such change was
made.
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Section 3.09. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if one be elected, or by the
President on two days' notice to each Director specifying the time and place
(within or without the State of Nevada) of the meeting, and shall be called by
the President or Secretary in like manner and on like notice on the written
request of two or more Directors.
Section 3.10. NOTICE. All notices to a Director required by Sections 3.07
or 3.09 hereof shall be addressed to him at his residence or usual place of
business and may be given by mail, telegram, radiogram, cable or by personal
delivery. No notice need be given of any adjourned meeting.
Section 3.11. WAIVER OF NOTICE. Whenever any notice is required to be given
to any Director of the Corporation under the provisions of any statute or under
the provisions of the Articles of Incorporation or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before, at or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a Director at a meeting of the Board of
Directors shall constitute a waiver of notice of such meeting, except where a
Director attends such a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
Section 3.12. QUORUM. At all meetings of the Board of Directors a majority
of the whole Board of Directors shall constitute a quorum for the transaction of
business and, except as may be otherwise specifically provided by statute or by
the Articles of Incorporation or these Bylaws, 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. In the absence of a quorum the Directors present there
may adjourn the meeting from time to time without notice other than announcement
at the meeting, until a quorum be present.
Section 3.13. ACTION BY DIRECTORS OR COMMITTEE WITHOUT MEETING. Any action
required to be taken at a meeting of the Directors of the Corporation or any
committee thereof or any action which may be taken at such a meeting, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors or members of the committee, as
the case may be, entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous vote of the
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Board of Directors or of the committee, as the case may be, of the Corporation.
A consent shall be sufficient for this Section 3.13 if it is executed in
counterparts, in which event all of such counterparts, when taken together,
shall constitute one and the same consent.
Section 3.14. MEETINGS BY CONFERENCE TELEPHONE. Any Director or any member
of a committee may participate in a meeting of the Board of Directors or a
committee, as the case may be, by means of a conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other, and such participation shall constitute the
presence of such person at such meeting.
Section 3.15. COMPENSATION. By resolution of the Board of Directors, any
Director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings; a fixed sum for attendance at meetings; or a stated
salary as Director. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any capacity as an officer, employee,
agent or otherwise, and receiving compensation therefor.
Section 3.16. RELIANCE ON ACCOUNTS AND REPORTS, ETC. A Director, or a
member of any committee designated by the Board of Directors, in the performance
of his duties, shall be fully protected in relying in good faith upon the books
of account or reports made to the Corporation by any of its officers, or by an
independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any such committee, or in
relying in good faith upon other records of the Corporation.
Section 3.17. 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 taken 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 the Secretary
of the meeting before the adjournment thereof, or shall forward such dissent by
registered or certified 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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ARTICLE IV
COMMITTEES
Section 4.01. HOW CONSTITUTED. By resolution adopted by a majority of the
whole Board of Directors, the Board may designate one or more committee,
including an Executive Committee, each consisting of two or more Directors. The
Board of Directors may designate one or more Directors as alternate members of
any such committee, who may replace any absent or disqualified member at any
meeting of such committee. Any such committee, to the extent provided in the
resolution and except as may otherwise be provided by statute, shall have and
may exercise the powers 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; but the
designation of such committee and the delegation thereto of the authority shall
not operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law. In the absence or disqualification
of any member of any such committee, the member or members thereof 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.
Section 4.02. PROCEEDINGS, QUORUM AND MANNER OF ACTING. Except as otherwise
prescribed by the Board of Directors, each committee may adopt such rules and
regulations governing its proceedings, quorum, and manner of acting as it shall
deem proper and desirable, provided that the quorum shall not be less than two
members.
ARTICLE V
OFFICERS AND AGENTS
Section 5.01. OFFICERS. The officers of the Corporation shall consist of a
President, one or more Vice-President, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors. The Board of Directors may elect and
appoint a Chairman of the Board and may elect and appoint such other officers,
assistant officers, and agents as may be deemed necessary and may delegate to
one or more officers or agents the power to appoint such other officers,
assistant officers and agents and to prescribe their respective rights, terms of
office, authorities and duties. Any two or more offices of the Corporation may
be held by the same person. An officer of the Corporation need not be a Director
of the Corporation nor a resident of the State of Nevada.
Section 5.02. TERM OF OFFICE. Except as provided in Sections 5.03, 5.04 and
5.05 hereof, each officer appointed by the Board of Directors shall hold office
until his successor shall have been appointed and qualified.
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Section 5.03. RESIGNATION. Any officer or agent of the Corporation may
resign at any time by mailing or delivering or by transmitting by telegram or
cable written notice of his resignation to the Board of Directors of the
Corporation at the Corporation's principal office or its registered office in
the State of Nevada or to the President, the Secretary or any Assistant
Secretary of the Corporation. Any such resignation shall take effect at the time
specified therein or if no time be specified, then at the time of receipt
thereof.
Section 5.04. REMOVAL. Any officer or agent may be removed by the Board of
Directors, or by the Executive Committee, if any, either with or without cause,
whenever in its judgment, the best interests 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. In addition, any other officer,
assistant officer or agent appointed in accordance with the delegation
provisions of Section 5.01 hereof may be removed, either with or without cause,
by any such officer or agent upon whom such power of delegation shall have been
conferred by the Board of Directors.
Section 5.05. VACANCIES AND NEWLY CREATED OFFICES. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification
or other cause, or if any new office shall be created, such vacancies or newly
created offices may be filled by the Board of Directors at any regular or
special meeting or may be filled by any officer or agent to whom the power is
delegated in accordance with the delegation provisions of Section 5.01 hereof.
Section 5.06. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be
elected, shall preside at all stockholders' meetings and at all meetings of the
Board of Directors. Subject to the supervision of the Board of Directors, he
shall have general charge of the business, affairs and property of the
Corporation. Except as the Board of Director may otherwise order, he may sign in
the name and on behalf of the Corporation all deeds, bonds, contracts and
agreements. He shall exercise such other powers and perform such other duties as
from time to time may be assigned to him by the Board of Directors.
Section 5.07. PRESIDENT. The President shall be the chief operating officer
of the Corporation and shall, in the absence of the Chairman of the Board,
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preside at all stockholders' meetings and at all meetings of the Board of
Directors. Subject to the supervision of the Board of Directors and such
direction and control as the Chairman of the Board, if one be elected, may
exercise on matters of general policy, he shall have general supervision over
its operating officers, employees and agents. He shall sign (unless a
Vice-President shall have signed) certificates representing the stock of the
Corporation authorized for issuance by the Board of Directors, and except as the
Board of Directors may otherwise order, he may sign in the name and on behalf of
the Corporation all deeds, bonds, contracts or agreements. He shall exercise
such other powers and perform such other duties as from time to time may be
assigned to him by the Board of Directors.
Section 5.08. EXECUTIVE VICE-PRESIDENT AND VICE-PRESIDENTS. The Executive
Vice-President, if one be elected, and any Vice- Presidents, if one or more be
elected, shall have such powers and perform such duties as may be assigned to
them by the Board of Directors or by the President. At the request of or in the
absence or disability of the President, the Executive Vice-President (or the
Vice-President, if there is no duly appointed Executive Vice- President, and if
there are two or more Vice-Presidents, then the senior of the Vice-Presidents
present are able to act) may perform all the duties of the President and, when
so acting, shall have the powers of and be subject to all the restrictions upon
the President. The Executive Vice-President or any Vice-President may sign
(unless the President or another Vice-President shall have signed) certificates
representing stock of the Corporation authorized for issuance by the Board of
Directors.
Section 5.09 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall have
general charge of, and general responsibility for, all funds, securities and
receipts of the Corporation, and shall deposit, or cause to be deposited, in the
name of the Corporation, all moneys or other valuable effects in such banks,
trust companies, or other depositories as shall from time to time be designed by
the Board of Directors. He shall have all powers and perform all duties incident
to the office of a treasurer of a corporation and as are provided for him in
these Bylaws, and shall exercise such other powers and perform such other duties
as may be assigned to him by the Board of Directors. Any Assistant Treasurer may
perform such duties of the Treasurer as the Treasurer or the Board of Directors
may assign, and, in the absence of the Treasurer, any Assistant Treasurer may
perform all the duties of the Treasurer.
Section 5.10. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
attend to the giving and serving of all notice of the Corporation and shall
record all the proceedings of all meetings of the stockholders and of the Board
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of Directors in a book to be kept for that purpose. He shall keep in safe
custody the seal of the Corporation, and shall have charge of the records of the
Corporation, including the stock books and such other books and papers as the
Board of Directors may direct and such books, reports, certificates and other
documents required by law to be kept, all of which shall at all reasonable times
be open to inspection by any Director. He shall sign (unless an Assistant
Secretary shall have signed) certificates representing stock of the Corporation
authorized for issuance by the Board of Directors. He shall perform such other
duties as pertain to his office or as may be required by the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of the
Secretary, Assistant Secretary may perform all the duties of the Secretary.
Section 5.11. COMPTROLLER. The Comptroller, if one be elected, shall have
general charge and supervision of financial reports. He shall maintain adequate
records of all assets, liabilities and transactions of the Corporation and shall
keep the books and accounts and cause adequate audits thereof to be made
regularly and shall exercise a general check upon the disbursements of funds of
the Corporation. In general, he shall perform all duties incident to the office
of a comptroller of a corporation, and shall exercise such other powers and
perform such other duties as may be assigned to him by the Board of Directors.
Section 5.12. REMUNERATION. The salaries or other compensation of the
officers of the Corporation shall be determined by the Board of Directors,
except that the Board of Directors may by resolution delegate to any officer or
agent the power to fix salaries or other compensation of any other officer,
assistant officer or agent appointed in accordance with the delegation
provisions of Section 5.01 hereof.
Section 5.13. SURETY BONDS. The Board of Directors may require any officer
or agent of the Corporation to execute a bond to the Corporation in such sum and
with such surety or sureties as the Board of Directors may determine,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting of any of the
Corporation's property, funds or securities that may come into his hands.
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ARTICLE VI
CAPITAL STOCK
Section 6.01. SIGNATURES. The shares of the Corporation's capital stock
shall be represented by certificates signed by the president or a Vice-President
and the Secretary or an Assistant Secretary of the Corporation, any may be
sealed with the seal of the Corporation, or a facsimile thereof. The signatures
of the President or a Vice-President and of the Secretary or an Assistant
Secretary upon certificates may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer who
has signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of its issue.
Section 6.02. CERTIFICATES. Each certificate representing shares of the
Corporation shall state upon the face thereof: (a) that the Corporation is
organized under the laws of the State of Nevada; (b) the name of the person to
whom such certificate is issue; (c) the number and class of shares which such
certificate represents; and (d) the par value of each share represented by such
certificate, or a statement that the shares are without par value. Each
certificate shall also set forth conspicuously on the face or back thereof such
restrictions upon transfer, or a reference thereto, as shall be adopted by the
Board of Directors and stockholders. No certificate shall be issued for any
shares until such share is fully paid.
Section 6.03. CLASSES OF STOCK. If the Corporation is or shall become
authorized to issue shares of more than one class, then, in addition to the
provisions of Section 6.02 hereof, every certificate representing shares issued
by the Corporation shall also set forth upon the face or back of the
certificate, or shall state that the Corporation will furnish to any stockholder
upon request and without charge, a full statement of the designations,
preferences, limitations, and relative rights of the shares of each class
authorized to be issued and, if the Corporation is or shall become authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the Board of Directors to
fix and determine the relative rights and preferences of subsequent series.
Section 6.04. CONSIDERATION FOR SHARES. Shares having a par value may be
issued for such consideration expressed in dollars, not less than the par value
thereof, as shall be fixed from time to time by the Board of Directors. Shares
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without par value may be issued for such consideration expressed in dollars as
may be fixed from time to time by the Board of Directors. Treasury shares may be
disposed of by the Corporation for such consideration expressed in dollars as
may be fixed from time to time by the Board of Directors. The consideration for
the issuance of shares may be paid, in whole or in part, in money, in other
property, tangible or intangible, or in labor or services actually performed for
the Corporation. Neither promissory notes nor future services shall constitute
payment or part payment for shares of the Corporation.
Section 6.05. TRANSFER OF CAPITAL STOCK. Transfers of shares of stock of
the Corporation shall be made on the books of the Corporation upon surrender of
the certificate or certificates, properly endorsed or accompanied by proper
instruments of transfer, representing such shares, subject to the terms of any
agreements among the Corporation and shareholders.
Section 6.06. REGISTERED STOCKHOLDERS. Prior to due presentment for
registration or transfer of shares of stock, the Corporation may treat the
person registered on its books as the absolute owner of such shares of stock for
all purposes, and accordingly shall not be bound to recognize any legal,
equitable or other claim or interest in such shares on the part of any other
person, whether or not it shall have the express or other notice thereof, except
as otherwise expressly provided by statute; provided, however, that whenever any
transfer of shares shall be made for collateral security and not absolute, it
shall be so expressed in the entry of the transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.
Section 6.07. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may,
from time to time, appoint or remove one or more transfer agents or one or more
registrars of transfers of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and registrar. Upon any such
appointment being made all certificates representing shares of stock of the
Corporation, and it may appoint the same person as both transfer agent and
registrar. Upon any such appointment being made all certificates representing
shares of capital stock thereafter issued shall be countersigned by one of such
transfer agents or one of such registrars of transfers and shall not be valid
unless so countersigned. If the same person shall be both transfer agent and
registrar, only one countersignature by such person shall be required.
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Section 6.08. FIXING OR DETERMINATION OF RECORD DATE. The Board of
Directors may fix, in advance, a date as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any meeting of
stockholders and any adjournment thereof, or entitled to receive payment of any
dividend or any other distribution, allotment of rights, or entitled to exercise
rights in respect of any change, conversion, or exchange of capital stock, or
entitled to give any consent for any purpose, or in order to make a
determination of stockholders for any other proper purpose; provided, however,
that such record date shall be a date not more than fifty days nor less than ten
days before the date of such meeting of stockholders or the date of such other
action. If no record date is so fixed, the record date for determining
stockholders entitled to notice of or to vote at any stockholders' meeting shall
be at the close of the business on the date 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. The record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed. The
record date for determining stockholders for any other purpose shall, unless
otherwise specified by the Board of Directors, 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 such meeting,
provided, however that the Board of Directors may fix a new record date for the
adjourned meeting. Only such stockholders as shall be stockholders of record on
the record date so fixed shall be entitled to such notice of, and to vote at,
such meetings and any adjournments thereof, or to receive payment of such
dividend, or other distribution, or to receive such consent, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any such record date.
Section 6.09. LOST OR DESTROYED CERTIFICATES. The Board of Directors may
direct that a new certificate or certificates of stock issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate or certificates to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, at its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate or certificates alleged to have been
lost, stolen or destroyed.
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ARTICLE VII
FINANCE
Section 7.01. CHECKS, DRAFTS, ETC. All checks, drafts or order for the
payment of money shall be signed by one or more of officers or other persons as
may be designated by resolution of the Board of Directors.
Section 7.02. FISCAL YEAR. The fiscal year of the Corporation shall be such
as may from time to time be established by the Board of Directors.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 8.01. EXCULPATION. No Director or officer of the Corporation shall
be liable for the acts, defaults or neglects of any other Director of officer,
or for any loss sustained by the Corporation, unless the same has resulted from
his own willful misconduct, willful neglect or negligence.
ARTICLE IX
MISCELLANEOUS
Section 9.01. SEAL. The corporate seal of the Corporation shall be circular
in form and shall bear the name of the Corporation. The form of seal shall be
subject to alteration by the Board of Directors and the seal may be used by
causing it or a facsimile to be impressed or affixed or printed or otherwise
reproduced. Any Officer or Director of the Corporation shall have the authority
to affix the corporate seal of the Corporation to any document requiring the
same.
Section 9.02. BOOKS AND RECORDS. The Board of Directors shall have power
from time to time to determine whether and to what extent, and at what times and
places and under what conditions and regulations, the accounts and books of the
Corporation (other than stock ledger), or any of them, shall be open to the
inspection of the stockholders. No stockholder shall have any right to inspect
any account, book or document of the Corporation except at a time conferred by
statute, unless authorized by a resolution of the stockholders or the Board of
Directors.
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Section 9.03. WAIVERS OF NOTICE. Whenever any notice is required to be
given by law, or under the provisions of the Articles of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or person
entitled to such notice, whether before, at or after the time stated therein,
shall be deemed equivalent of notice.
Section 9.04. AMENDMENTS. The Board of Directors shall have the power to
make, alter or repeal these Bylaws, in whole or in part, at any time and from
time to time. These Bylaws may be altered or repealed, and new Bylaws made, by
the stockholders at any annual or special meeting if notice of the proposed
alteration or repeal or new Bylaws is included in the notice or waiver of notice
of such meeting.
APPROVED AND ADOPTED as of this 3rd day of July, 1999.
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Charles Mottley, Secretary
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