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EXHIBIT 3.2
BYLAWS
OF
Oban Mining Inc.
I. SHAREHOLDER'S MEETING.
.01 Annual Meetings.
The annual meeting of the shareholders of this Corporation, for
the purpose of election of Directors and for such other business
as may come before it, shall be held at the registered office of
the Corporation, or such other places, either within or without
the State of Idaho, as may be designated by the notice of the
meeting, on the first week in May of each and every year, at
1:00 p.m., commencing in 2001, but in case such day shall be a
legal holiday, the meeting shall be held at the same hour and
place on the next succeeding day not a holiday.
.02 Special Meeting.
Special meetings of the shareholders of this Corporation may be
called at any time by the holders of ten percent (10%) of the
voting shares of the Corporation, or by the president, or by the
Board of Directors or a majority thereof. No business shall be
transacted at any special meeting of shareholders except as is
specified in the notice calling for said meeting. The Board of
Directors may designate any place, either within or without the
State of Idaho, as the place of any special meeting called by
the president or the Board of Directors, and special meetings
called at the request of shareholders shall be held at such
place in the State of Idaho, as may be determined by the Board
of Directors and placed in the notice of such meeting.
.03 Notice of Meeting.
Written notice of annual or special meetings of shareholders
stating the place, day, and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the
meeting is called shall be given by the secretary or persons
authorized to call the meeting to each shareholder of record
entitled to vote at the meeting. Such notice shall be given not
less than ten (10) nor more than fifty (50) days prior to the
date of the meeting, and such notice shall be deemed to be
delivered when deposited in the United States mail addressed to
the shareholder at his/her address as it appears on the stock
transfer books of the Corporation.
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.04 Waiver of Notice.
Notice of the time, place, and purpose of any meeting may be
waived in writing and will be waived by any shareholder by
his/her attendance thereat in person or by proxy. Any
shareholder so waiving shall be bound by the proceedings of any
such meeting in all respects as if due notice thereof had been
given.
.05 Quorum and Adjourned Meetings.
A majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. A majority of the shares
represented at a meeting, even if less than a quorum, may
adjourn the meeting from time to time 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 notified. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
.06 Proxies.
At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his/her 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.
.07 Voting of Shares.
Except as otherwise provided in the Articles of Incorporation or
in these Bylaws, every shareholder of record shall have the
right at every shareholder's meeting to one (1) vote for every
share standing in his/her name on the books of the Corporation,
and the affirmative vote of a majority of the shares represented
at a meeting and entitled to vote thereat shall be necessary
for the adoption of a motion or for the determination of all
questions and business which shall come before the meeting.
II. DIRECTORS.
.01 General Powers.
The business and affairs of the Corporation shall be managed by
its Board of Directors.
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.02 Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be not less
than one nor more than thirteen. Each Director shall hold office
until the next annual meeting of shareholders and until his/her
successor shall have been elected and qualified. Directors need
not be residents of the State of Idaho or shareholders of the
Corporation.
.03 Election.
The Directors shall be elected by the shareholders at their
annual meeting each year; and if, for any cause the Directors
shall not have been elected at an annual meeting, they may be
elected at a special meeting of shareholders called for that
purpose in the manner provided by these Bylaws.
.04 Vacancies.
In case of any vacancy in the Board of Directors, the remaining
Director, whether constituting a quorum or not, may elect a
successor to hold office for the unexpired portion of the terms
of the Director whose place shall be vacant, and until his/her
successor shall have been duly elected and qualified.
.05 Resignation.
Any Director may resign at any time by delivering written notice
to the secretary of the Corporation.
.06 Meetings.
At any annual, special or regular meeting of the Board of
Directors, any business may be transacted, and the Board may
exercise all of its powers. Any such annual, special or regular
meeting of the Board of Directors of the Corporation may be held
outside of the State of Idaho, and any member or members of the
Board of Directors of the Corporation may participate in any
such meeting by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time; the participation by such means shall constitute presence
in person at such meeting.
A. Annual Meeting of Directors.
Annual meetings of the Board of Directors shall be held
immediately after the annual shareholders' meeting or at
such time and place as may be determined by the Directors.
No notice of the annual meeting of the Board of Directors
shall be necessary.
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B. Special Meetings.
Special meetings of the Directors shall be called at any
time and place upon the call of the president or any
Director. Notice of the time and place of each special
meeting shall be given by the secretary, or the persons
calling the meeting, by mail, radio, telegram, or by
personal communication by telephone or otherwise at least
one (1) day in advance of the time of the meeting. The
purpose of the meeting need not be given in the notice.
Notice of any special meeting may be waived in writing or
by telegram (either before or after such meeting) and will
be waived by any Director in attendance at such meeting.
C. Regular Meetings of Directors.
Regular meetings of the Board of Directors shall be held at
such place and on such day and hour as shall from time to
time be fixed by resolution of the Board of Directors. No
notice of regular meetings of the Board of Directors shall
be necessary.
.07 Quorum and Voting.
A majority of the Directors presently in office shall constitute
a quorum for all purposes, but a lesser number may adjourn any
meeting, and the meeting may be held as adjourned without
further notice. At each meeting of the Board at which a quorum
is present, the act of a majority of the Directors present at
the meeting shall be the act of the Board of Directors. The
Directors present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough Directors to leave less than a quorum.
.08 Compensation.
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director
from serving the Corporation in any other capacity and receiving
compensation therefor.
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.09 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/her dissent shall be entered in the minutes of the
meeting or unless he/she shall file his/her 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.
.10 Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its
members an executive committee and one of more other committees,
each of which, to the extent provided in such resolution, shall
have and may exercise all the authority of the Board of
Directors, but no such committee shall have the authority of the
Board of Directors, in reference to amending the Articles of
Incorporation, adoption a plan of merger or consolidation,
recommending to the shareholders the sale, lease, exchange, or
other disposition of all of substantially all the property and
assets of the dissolution of the Corporation or a revocation
thereof, designation of any such committee and the delegation
thereto of authority shall not operate to relieve any member of
the Board of Directors of any responsibility imposed by law.
.11 Chairman of Board of Directors.
The Board of Directors may, in its discretion, elect a chairman
of the Board of Directors from its members; and, if a chairman
has been elected, he/she shall, when present, preside at all
meetings of the Board of Directors and the shareholders and
shall have such other powers as the Board may prescribe.
.12 Removal.
Directors may be removed from office with or without cause by a
vote of shareholders holding a majority of the shares entitled
to vote at an election of Directors.
III. ACTIONS BY WRITTEN CONSENT.
Any corporate action required by the Articles of Incorporation,
Bylaws, or the laws under which this Corporation is formed, to be
voted upon or approved at a duly called meeting of the Directors or
shareholders may be accomplished without a meeting if a written
memorandum of the respective Directors or shareholders, setting forth
the action so taken, shall be signed by all the Directors or
shareholders, as the case may be.
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IV. OFFICERS.
.01 Officers Designated.
The Officers of the Corporation shall be a president, one or
more vice presidents (the number thereof to be determined by the
Board of Directors), 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 Officer may be held
by the same person, except that in the event that the
Corporation shall have more than one director, the offices of
president and secretary shall be held by different persons.
.02 Election, Qualification and Term of Office.
Each of the Officers shall be elected by the Board of Directors.
None of said Officers except the president need be a Director,
but a vice president who is not a Director cannot succeed to or
fill the office of president. The Officers shall be elected by
the Board of Directors. Except as hereinafter provide, each of
said Officers shall hold office from the date of his/her
election until the next annual meeting of the Board of Directors
and until his/her successor shall have been duly elected and
qualified.
.03 Powers and Duties.
The powers and duties of the respective corporate Officers shall
be as follows:
A. President.
The president shall be the chief executive Officer of the
Corporation and, subject to the direction and control of
the Board of Directors, shall have general charge and
supervision over its property, business, and affairs.
He/she shall, unless a Chairman of the Board of Directors
has been elected and is present, preside at meetings of the
shareholders and the Board of Directors.
B. Vice President.
In the absence of the president or his/her inability to
act, the senior vice president shall act in his place and
stead and shall have all the powers and authority of the
president, except as limited by resolution of the Board of
Directors.
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C. Secretary.
The secretary shall:
1. Keep the minutes of the shareholder's and of the
Board of Directors meetings in one or more books
provided for that purpose;
2. See that all notices are duly given in accordance
with the provisions of these Bylaws or as
required by law;
3. Be custodian of the corporate records and of the
seal of the Corporation and affix the seal of the
Corporation to all documents as may be required;
4. Keep a register of the post office address of
each shareholder which shall be furnished to the
secretary by such shareholder;
5. Sign with the president, or a vice president,
certificates for shares of the Corporation, the
issuance of which shall have been authorized by
resolution of the Board of Directors;
6. Have general charge of the stock transfer books
of the corporation; and,
7. In general perform all duties incident to the
office of secretary and such other duties as from
time to time may be assigned to him/her by the
president or by the Board of Directors.
D. Treasurer.
Subject to the direction and control of the Board of
Directors, the treasurer shall have the custody, control
and disposition of the funds and securities of the
Corporation and shall account for the same; and, at the
expiration of his/her term of office, he/she shall turn
over to his/her successor all property of the Corporation
in his/her possession.
E. Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board of
Directors, may sign with the president or a 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 treasurers shall,
respectively, if required by the Board of Directors, give
bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall
determine.
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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.
.04 Removal.
The Board of Directors shall have the right to remove any
Officer whenever in its judgment the best interest of the
Corporation will be served thereby.
.05 Vacancies.
The Board of Directors shall fill any office which becomes
vacant with a successor who shall hold office for the unexpired
term and until his/her successor shall have been duly elected
and qualified.
.06 Salaries.
The salaries of all Officers of the Corporation shall be fixed
by the Board of Directors.
V. SHARE CERTIFICATES
.01 Form and Execution of Certificates.
Certificates for shares of the Corporation shall be in such form
as is consistent with the provisions of the Corporation laws of
the State of Idaho. They shall be signed by the president and
by the secretary, and the seal of the Corporation shall be
affixed thereto. Certificates may be issued for fractional
shares.
.02 Transfers.
Shares may be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on the
back of the certificates or by a written power of attorney to
assign and transfer the same signed by the record holder of the
certificate. Except as otherwise specifically provided in these
Bylaws, no shares shall be transferred on the books of the
Corporation until the outstanding certificate therefor has been
surrendered to the Corporation.
.03 Loss or Destruction of Certificates.
In case of loss or destruction of any certificate of shares,
another may be issued in its place upon proof of such loss or
destruction and upon the giving of a satisfactory bond of
indemnity to the Corporation. A new certificate may be issued
without requiring any bond, when in the judgment of the Board of
Directors it is proper to do so.
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VI. BOOKS AND RECORDS.
.01 Books of Accounts, Minutes and Share Register.
The Corporation shall keep complete books and records of
accounts and minutes of the proceedings of the Board of
Directors and shareholders and shall keep at its registered
office, principal place of business, or at the office of its
transfer agent or registrar a share register giving the names of
the shareholders in alphabetical order and showing their
respective addresses and the number of shares held by each.
.02 Copies of Resolutions.
Any person dealing with the Corporation may rely upon a copy of
any of the records of the proceedings, resolutions, or votes of
the Board of Directors or shareholders, when certified by the
president or secretary.
VII. CORPORATE SEAL.
The following is an impression of the corporate seal of this
Corporation:
VIII. LOANS.
Generally, no loans shall be made by the Corporation to its Officers
or Directors, unless first approved by the holder of two-third of the
voting shares, and no loans shall be made by the Corporation secured
by its shares. Loans shall be permitted to be made to Officers,
Directors and employees of the Company for moving expenses, including
the cost of procuring housing. Such loans shall be limited to
$25,000.00 per individual upon unanimous consent of the Board of
Directors.
IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.01 Indemnification.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the Corporation) by reason of the
fact that such person is or was a Director, Trustee, Officer,
employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Trustee, Officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgment, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in
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good faith and in a manner such person 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 such
person's conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to
any criminal action proceeding, had reasonable cause to
believe that such person's conduct was unlawful.
.02 Derivative Action
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the
Corporation to procure a judgment in the Corporation's favor by
reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director,
Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees) and amount paid in
settlement actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to amounts paid
in settlement, the settlement of the suit or action was in the
best interests of the Corporation; provided, however, that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for gross negligence or willful misconduct in the
performance of such person's duty to the Corporation unless and
only to the extent that, the court in which such action or suit
was brought shall determine upon application that, despite
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as such court shall deem
proper. The termination of any action or suit by judgment or
settlement shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best
interests of the Corporation.
.03 Successful Defense.
To the extent that a Director, Trustee, Officer, employee or
Agent of the Corporation has been successful on the merits or
otherwise, in whole or in part in defense of any action, suit or
proceeding referred to in Paragraphs .01 and .02 above, or in
defense of any claim, issue or matter therein, such person shall
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be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in
connection therewith.
.04 Authorization.
Any indemnification under Paragraphs .01 and .02 above (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the Director, Trustee, Officer, employee or
agent is proper in the circumstances because such person has met
the applicable standard of conduct set forth in Paragraphs .01
and .02 above. Such determination shall be made (a) by the
Board of Directors of the Corporation by a majority vote of a
quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (b) is such a quorum is not
obtainable, by a majority vote of the Directors who were not
parties to such action, suit or proceeding, or (c) by
independent legal counsel (selected by one or more of the
Directors, whether or not a quorum and whether or not
disinterested) in a written opinion, or (d) by the Shareholders.
Anyone making such a determination under this Paragraph .04 may
determine that a person has met the standards therein set forth
as to some claims, issues or matters but not as to others, and
may reasonably prorate amounts to be paid as indemnification.
.05 Advances.
Expenses incurred in defending civil or criminal action, suit or
proceeding shall be paid by the Corporation, at any time or from
time to time in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided in
Paragraph .04 above upon receipt of an undertaking by or on
behalf of the Director, Trustee, Officer, employee or agent to
repay such amount unless it shall ultimately be by the
Corporation is authorized in this Section.
.06 Nonexclusivity.
The indemnification provided in this Section shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any law, bylaw, agreement, vote of shareholders
or disinterested Directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a Director, Trustee, Officer,
employee or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
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.07 Insurance.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director,
Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
any liability assessed against such person in any such capacity
or arising out of such person's status as such, whether or not
the corporation would have the power to indemnify such person
against such liability.
.08 "Corporation" Defined.
For purposes of this Section, references to the "Corporation"
shall include, in addition to the Corporation, an constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had the power and authority
to indemnify its Directors, Trustees, Officers, employees or
agents, so that any person who is or was a Director, Trustee,
Officer, employee or agent of such constituent corporation or of
any entity a majority of the voting stock of which is owned by
such constituent corporation or is or was serving at the request
of such constituent corporation as a Director, Trustee, Officer,
employee or agent of the corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to
the resulting or surviving Corporation as such person would have
with respect to such constituent corporation if its separate
existence had continued.
X. AMENDMENT OF BYLAWS.
.01 By the Shareholders.
These Bylaws may be amended, altered, or repealed at any regular
or special meeting of the shareholders if notice of the proposed
alteration or amendment is contained in the notice of the
meeting.
.02 By the Board of Directors.
These Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the entire Board of Directors
at any regular or special meeting of the Board.
XI. FISCAL YEAR.
The fiscal year of the Corporation shall be set by resolution of the
Board of Directors.
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XII. RULES OF ORDER.
The rules contained in the most recent edition of Robert's Rules or
Order, Newly Revised, shall govern all meetings of shareholders and
Directors where those rules are not inconsistent with the Articles of
Incorporation, Bylaws, or special rules or order of the Corporation.
XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.
If any salary, payment, reimbursement, employee fringe benefit,
expense allowance payment, or other expense incurred by the
Corporation for the benefit of an employee is disallowed in whole or
in part as a deductible expense of the Corporation for Federal Income
Tax purposes, the employee shall reimburse the Corporation, upon
notice and demand, to the full extent of the disallowance. This
legally enforceable obligation is in accordance with the provisions
of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of
entitling such employee to a business expense deduction for the
taxable year in which the repayment is made to the Corporation. In
this manner, the Corporation shall be protected from having to bear
the entire burden of disallowed expense items.