EXHIBIT 3.2 - BY-LAWS
BYLAWS
OF
VENTURA ASSETS LIMITED
ARTICLE ONE
-----------
OFFICES
-------
1.01 Principal Office. The principal office of the corporation in the State
of Colorado shall be located in the City of Boulder. The corporation may have
such other offices either within or without the State of Colorado as the Board
of Directors may designate or the business of the corporation may require from
time to time.
1.02 Registered Office. The registered office of the corporation, required
by the Colorado Corporation Code to be maintained in the State of Colorado, may
be, but need not be, identical with the principal office in the State of
Colorado, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE TWO
-----------
SHAREHOLDERS
------------
2.01 Annual Meeting. The annual meeting of the shareholders shall be held
at such time on such day as shall be fixed by the Board of Directors, 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 Colorado, 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 any 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 may be
convenient.
2.02 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 holders of not less than one-tenth (1/10) of all
outstanding shares of the corporation entitled to vote at the meeting.
2.03 Place of and Notice of Meeting. The Board of Directors may designate
any place either within or without the State of Colorado as a place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the corporation in
the State of Colorado. Written notice stating the place, day and hour of the
meeting of shareholders 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 fifty (50) 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 Officer or other persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting; provided however that if the authorized shares of the corporation are
to be increased, at least thirty (30) days notice shall be given, and if sale of
all or substantially all assets are to be voted upon, at least twenty (20) 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 shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.
2.04 Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of shareholders except as otherwise provided by -the Colorado
Corporation Code and the Articles of Incorporation. In the absence of a quorum
at any such meeting, the majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty (60) days without
further notice. 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. The shareholders present at a duly organized
meeting may continue to transact business until adjourned, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
2.05 Meeting of All Shareholders. If all of the shareholders shall meet
at any time and place, either within or outside of the State of Colorado, and
consent to the holding of a meeting at such time and place, -such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.
2.06 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 purpose, the Board of Directors of the corporation may provide that
the share transfer books shall be closed for a stated period but not to exceed,
in any case, fifty days. If the share transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the share 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 fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the share 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 shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
2.07 Voting. If a quorum is present, the affirmative vote of a majority of
the shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, unless a vote of a greater proportion or
number of votes by classes is otherwise required by statute, or by the Articles
of Incorporation, or by these Bylaws. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
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.
The original stock transfer books shall be the prima facie evidence as to
who are the shareholders entitled to examine the record or transfer books or to
vote at any meeting of shareholders.
2.08 Manner of Acting. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by
statute or by the Articles of Incorporation or these Bylaws.
2
2.09 Voting of Shares. Unless otherwise provided by these Bylaws or
Articles of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.
2.10 Voting of Shares by Certain Shareholders. Shares standing in the name
of another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such other corporation may determine.
Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by an administrator, executor, Court appointed
guardian or conservator, either in person or by proxy without a transfer of such
shares into the name of such administrator, executor, Court appointed guardian
or conservator. 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 the trustee name if authority so to do 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 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.
Neither shares of its own stock belonging to this corporation, nor shares
of its own stock held by it in a fiduciary capacity, nor shares of its own stock
held by another corporation if the majority of shares entitled to vote for the
election of directors of such corporation is held by that corporation may be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.
Redeemable shares which have been called for redemption shall not be
entitled to vote on any matter and shall not be deemed outstanding shares on and
after the latter of the date on which written notice of redemption has been
mailed to shareholders and a sum sufficient to redeem such shares has been
deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders of the shares upon
surrender of certificates therefore.
2.11 Voting by Ballot. Voting on any question or in any election may be by
voice vote unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.
2.12 Informal Action by Shareholders. Any action required or permitted to
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.
3
2.13 No Cumulative Voting. No shareholder shall be permitted 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 principle among any number of candidates.
ARTICLE THREE
-------------
BOARD OF DIRECTORS
------------------
3.01 General Powers. The business and affairs of the corporation shall be
managed by its Board of Directors.
3.02 Number of Directors, Tenure and Qualification. The number of directors
of the corporation shall be fixed from time to time by a resolution of the Board
of Directors but shall not be less than one (1), or that number otherwise
required by law. Each director shall hold office until his successor shall have
been elected and qualified. Directors need not be residents of the State of
Colorado or shareholders of the corporation.
The Board of Directors shall be divided into three classes as nearly equal
in number as possible. The initial terms of directors elected in 2002 shall
expire as of the annual meeting of shareholders for the years indicated below:
Class I Directors ......................... 2003
Class II Directors ........................ 2004
Class III Directors........................ 2005
Upon expiration of the initial term specified for each class of directors,
their successors shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain or attain, if possible, the equality of the number of
directors in each class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. If an equality in number
is not possible, the increase or decrease shall be apportioned among the classes
in such a way that the difference in the number of directors in any class shall
not exceed one.
3.03 Chairman of the Board. There shall be a Chairman of the Board, who has
been elected from among the directors. He shall preside at all meetings of the
stockholders and of the Board of Directors. He shall have such other powers and
duties as may be prescribed by the Board of Directors.
3.04 Regular Meetings. A regular meeting of the Board of Directors shall be
held without other notice than this Bylaw 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 either within or without the State of
Colorado, for the holding of additional regular meetings without other notice
than such resolution.
3.05 Special Meeting. Special meetings of the Board of Directors may be
called by or at the request of the President or any director. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Colorado, as the place for
holding any special meeting of the Board of Directors called by them.
3.06 Notice. Written notice of any special meeting of directors shall be
given as follows: (a) by mail to each director at his business address at least
three (3) days prior to the meeting, or (b) by personal delivery or telegram at
least twenty-four (24) hours prior to the meeting to the business address of
each director, if any, but in the event such notice is given on Saturday, Sunday
or a holiday, personal delivery to the residence address of each director. If
4
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, so addressed, with postage thereon pre-paid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at any 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 convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
3.07 Quorum. A majority of the number of directors fixed by or pursuant to
Section 3.02 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.
3.08 Participation by Electronic Means. Any member of the Board of
Directors or any committee designated by such board may participate in a meeting
of the Board of Directors or a committee by means of telephone conference or
similar communications equipment by which all persons participating in a meeting
can hear each other at the same time. Such participation shall constitute the
presence of the person at the meeting.
3.09 Manner of Acting. Except as otherwise required by law or by the
Articles of Incorporation, 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.
3.10 Informal Action by Directors. Any action required or permitted to be
taken by the Board of Directors or in a committee thereof at 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 all of the committee members
entitled to vote with respect to the subject matter thereof.
3.11 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors through
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.
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 by the shareholders.
3.12 Resignation. Any director of the corporation may resign at any time by
giving written notice to the President or the Secretary of the corporation. The
resignation of any director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective.
3.13 Removal. Any director or directors of the corporation may be removed
at any time, with or without cause, in the manner provided in the Colorado
Corporation Code.
3.14 Committees. By resolution adopted by a majority of the Board of
Directors, the directors may designate two or more directors to constitute a
committee, any of which shall have such authority in the management of the
corporation as the Board of Directors shall designate and as shall be prescribed
by the Colorado Corporation Code.
5
3.15 Compensation. By resolution of the Board of Directors and irrespective
of any personal interest of any of the members, 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 of 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 any
other compensation therefor.
3.16 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 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.
ARTICLE FOUR
------------
OFFICERS
--------
4.01 Number of Officers. The officers of the corporation shall be a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two (2) or
more offices may be held by the same person. Officers need not be residents of
the State of Colorado or shareholders of the corporation.
4.02 Election and Term of Office. The officers of the corporation to be
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 the annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as practicable.
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.
4.03 Removal. Any officer or agent may be removed by the Board of Directors
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.
4.04 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.
4.05 President. The President shall be the Chief Executive Officer of the
corporation and subject to the control of the Board of Directors shall, in
general, supervise and control all of the business and affairs 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 the corporation and deeds, mortgages, bonds, contracts or other
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 Bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed, and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
6
4.06 Vice-President. If elected or appointed by the Board of Directors, the
Vice-President (or in the event there be more than one vice-president, the
vice-presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall, in the
absence of the President or in the event of his death, inability or refusal to
act, perform all duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Any
Vice-President may sign, with the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, certificates for shares of the corporation;
and shall perform such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
4.07 The Secretary. The Secretary shall: a) Keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one (1) or more
books provided for that purpose, b) See that all notices are duly given in
accordance with provisions of these Bylaws or as required by law, c) Be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized, 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 for
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 by the President or by the Board of Directors.
4.08 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 Five of these Bylaws; and c) In general, perform
all 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.
4.09 Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
Chairman or Vice-Chairman of the Board of Directors or the President or
Vice-President certificates for shares of the corporation the issuance of which
shall have been authorized by a resolution of the Board of Directors. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
4.10 Bonds. If the Board of Directors by resolution shall so require, any
officer or agent of the corporation shall give bond to the corporation in such
amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices.
4.11 Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors. An officer shall not be prevented from receiving
such salary by reason of the fact that he is also a director of the corporation.
4.12 Excessive Compensation. Officers will return to the corporation any
and all compensation that is deemed excessive by the IRS or the Courts.
7
4.13 Reimbursement of Expenses. Officers will reimburse the corporation for
any and all expenses that are subsequently deemed by the IRS or the Courts to be
personal rather than corporate in nature.
ARTICLE FIVE
------------
CONTRACTS, LOANS, CHECKS AND DEPOSITS
-------------------------------------
5.01 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 of and on be-half of the corporation, and such authority
may be general or confined to specific instances.
5.02 Loans. No loans shall be contracted on behalf of the corporation and
no evidences 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.
5.03 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.
5.04 Deposits. All funds of the corporation not otherwise shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE SIX
-----------
SHARES AND CERTIFICATES FOR SHARES AND TRANSFER OF SHARES
---------------------------------------------------------
6.01 Share Certificates. Certificates representing shares of the
corporation shall be respectively numbered serially for each class of shares or
series thereof as they are issued, shall be impressed with the corporate seal or
a facsimile thereof, and shall be signed by the President or Vice-President and
by the Secretary or Treasurer; provided that such signatures may be facsimile if
the certificate is countersigned by a transfer agent. Each certificate shall
state the name of the corporation, the fact that the corporation is organized or
incorporated under the laws of the State of Colorado, the name of the person to
whom issued, the date of issue, the class (or series of any class), the number
of shares represented thereby and the par value of the shares represented
thereby or a statement that such shares are without par value.
A statement of the designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of each class shall be
set forth in full or summarized on the face or back of the certificates which
the corporation shall issue, or in lieu thereof, the certificate may set forth
that such a statement or summary will be furnished to any shareholder upon
request without charge. Each certificate shall be otherwise in such form as may
be prescribed by the Board of Directors and as such shall conform to the rules
of any stock exchange on which the shares may be listed.
The corporation shall not issue certificates representing fractional shares
and shall not be obligated to make any transfers creating a fractional interest
in a share of stock. The corporation may, but shall not be obligated to, issue
scrip in lieu of any fractional shares, such scrip to have terms and conditions
specified by the Board of Directors.
8
6.02 Cancellation of Certificates. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen or destroyed certificates.
6.03 Transfer of Shares. Subject to the terms of any shareholder agreement
relating to the transfer of shares or other transfer restrictions contained in
the Articles of Incorporation or authorized therein, shares of the corporation
shall be transferable on the books of the corporation by the holder thereof in
person or by his duly authorized attorney, upon the surrender and cancellation
of the certificate or certificates for a like number of shares. Upon
presentation and surrender of a certificate for shares properly endorsed and
payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the corporation, the
transfer of shares will be made only on the books of the corporation and in the
manner hereinabove provided, and the corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statutes of the State of Colorado.
6.04 Lost, Stolen or Destroyed Certificates. Any shareholder claiming that
his certificate for shares is lost, stolen or destroyed may make an affidavit or
affirmation of that fact and lodge the same with the Secretary of the
corporation, accompanied by signed application for a new certificate. Thereupon,
and upon the giving of a satisfactory bond of indemnity to the corporation not
exceeding an amount double the value of the shares as represented by such
certificate (the necessity for such bond and the amount required to be
determined by the President and Treasurer of the corporation), a new certificate
may be issued of the same tenor and representing the same number, class and
series of shares as were represented by the certificate alleged to be lost,
stolen or destroyed.
6.05 Regulation. The Board of Directors may make such rules and regulations
as it may deem appropriate concerning the issuance, transfer and registration of
certificates for shares of the cor-poration, including the appointment of
transfer agents and registrars.
ARTICLE SEVEN
-------------
FISCAL YEAR
-----------
The fiscal year of the corporation shall be the calendar year, unless
otherwise established by the Board of Directors.
ARTICLE EIGHT
-------------
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 and its Articles of Incorporation.
9
ARTICLE NINE
------------
CORPORATE SEAL
--------------
The Board of Directors shall be authorized, but not required, to use a
corporate seal, which if used shall be circular in form and contain the name of
the corporation and the words "Corporate Seal".
ARTICLE TEN
-----------
WAIVER OF NOTICE
----------------
Whenever any notice is required to be given under the provisions of these
Bylaws or under the provisions of the Articles of Incorporation or under the
provisions of the Colorado Corporate Code, or otherwise, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the event or other circumstance requiring such notice, shall be deemed
equivalent to the giving of such notice.
ARTICLE ELEVEN
--------------
AMENDMENTS
----------
These Bylaws may be altered, amended or repealed and new By-laws may be
adopted by a majority of the Directors present at any meeting of the Board of
Directors of the corporation at which a quorum is present.
ARTICLE TWELVE
--------------
EMERGENCY BYLAWS
----------------
12.01 The Emergency Bylaws provided in this Article shall be operative
during any emergency in the conduct of the business of the corporation resulting
from an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding Articles of the Bylaws
or in the Articles of Incorporation of the corporation or in the Colorado
Corporation Code. To the extent not inconsistent with the provisions of this
Article, the Bylaws provided in the preceding articles shall remain in effect
during such emergency and upon its termination the Emergency Bylaws shall cease
to be operative.
During any such emergency:
(a) A meeting of the Board of Directors may be called by any officer or
director of the corporation. Notice of the time and place of the meeting shall
be given by the person calling the meeting to such of the directors as may be
feasible to reach by any available means of communication. Such notice shall be
given at such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.
(b) At any such meeting of the Board of Directors, a quorum shall consist
of the number of directors in attendance at such meeting.
(c) The Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the principal office or designate
several alternative principal offices or regional offices, or authorize the
officers so to do.
(d) The Board of Directors, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the corporation shall
for any reason be rendered incapable of discharging their duties.
10
(e) No officer, director or employee acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct.
(f) These Emergency Bylaws shall be subject to repeal or change by further
action of the Board of Directors or by action of the shareholders, but no such
repeal or change shall modify the provisions of the next preceding paragraph
with regard to action taken prior to the time of such repeal or change. any
amendment of these Emergency Bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the emergency.
ARTICLE THIRTEEN
----------------
INDEMNIFICATION
---------------
The corporation shall indemnify any person (including his estate) made or
threatened to be made a party to any suit or proceeding, whether civil or
criminal, by reason of the fact that he was a director or officer of the
corporation or served at its request as a director or officer of another
corporation, against judgments, fines, amounts paid in settlement and reasonably
expenses, including attorney fees actually and necessarily incurred as a result
of such threat, suit or proceeding, or any appeal therein, to the full extent
permitted by the Colorado Corporation Code.
11