EXHIBIT 3.3
BYLAWS
OF
TRIPLE 8 DEVELOPMENT CORPORATION
A Nevada Corporation
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The Board of Directors shall
fix the location of the principal executive office of the corporation at any
place within or outside the State of Nevada. If the principal executive office
is located outside Nevada and the corporation has one or more business offices
in Nevada, the Board of Directors shall fix and designate a principal business
office in Nevada.
SECTION 2. OTHER OFFICES. Branch or subordinate offices may be established at
any time and at any place by the Board of Directors.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any
place within or outside the State of Nevada designated by the Board of
Directors. In the absence of a designation by the Board, shareholders' meetings
shall be held at the corporation's principal executive office.
SECTION 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each
year on a date and at a time designated by the Board of Directors.
The date so designated shall be within three months after the end of the
corporation's fiscal year, and within fifteen months after the last annual
meeting.
At each annual meeting, Directors shall be elected and any other proper business
within the power of the shareholders may be transacted.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called
at any time by the Board of Directors, by the Chair of the Board, by the
President or a Vice President, or by one or more shareholders holding shares
that in the aggregate are entitled to cast ten percent or more of the votes at
that meeting.
If a special meeting is called by anyone other than the Board of Directors, the
person or persons calling the meeting shall make a request in writing, delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission, to the Chair of the Board or the President, Vice President, or
Secretary, specifying the time and date of the meeting (which is not less than
35 nor more than 60 days after receipt of the request) and the general nature of
the business proposed to be transacted. Within 20 days after receipt, the
officer receiving the request shall
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cause notice to be given to the shareholders entitled to vote, in accordance
with the provisions of Sections 4 and 5 of this Article II, stating that a
meeting will be held at the time requested by the person(s) calling the meeting,
and stating the general nature of the business proposed to be transacted. If
notice is not given within 20 days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph shall be construed as limiting, fixing, or affecting the time when a
meeting of shareholders called by action of the Board may be held.
SECTION 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with the
requirements of Section 5 of this Article II and shall not be fewer than 10 nor
more than 60 days before the date of the meeting. Shareholders entitled to
notice shall be determined in accordance with the provision of Section 11 of
this Article II. The notice shall specify the place, date, and hour of the
meeting, and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters that the Board of Directors, at the time of giving the notice, intends
to present for action by the shareholders. If Directors are to be elected, the
notice shall include the names of all nominees whom the Board intends, at the
time of the notice, to present for election.
The notice shall also state the general nature of any proposed action to be
taken at the meeting to approve any of the following matters:
(i) A transaction in which a Director has a financial interest;
(ii) An amendment of the Articles of Incorporation;
(iii) A reorganization;
(iv) A voluntary dissolution; or
(v) A distribution in dissolution that requires approval of the
outstanding shares.
SECTION 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any
shareholders' meeting shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address appearing on the corporation's books or given by the
shareholder to the corporation for purposes of notice. If no address appears on
the corporation's books or has been given as specified above, notice shall be
either (1) sent by first-class mail addressed to the shareholder at the
corporation's principal executive office, or (2) published at least once in a
newspaper of general circulation in the county where the corporation's principal
executive office is located. Notice is deemed to have been given at the time
when delivered personally or deposited in the mail or sent by other means of
written communication.
If any notice or report mailed to a shareholder at the address appearing on the
corporation's books is returned marked to indicate that the United States Postal
Service is unable to deliver the document to the shareholder at that address,
all future notices or reports shall be deemed to have been duly given without
further mailing if the corporation holds the document available for the
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shareholder on written demand at the corporation's principal executive office
for a period of one year from the date the notice or report was given to all
other shareholders.
An affidavit of the mailing, or other authorized means of giving notice or
delivering a document, of any notice of shareholders' meeting, report, or other
document sent to shareholders, may be executed by the corporation's Secretary,
Assistant Secretary, or transfer agent, and, if executed, shall be filed and
maintained in the minute book of the corporation.
SECTION 6. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of the shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
SECTION 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the shares represented at that meeting, either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in Section 6 of this Article II.
When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice of the adjourned meeting need not be given if the
time and place are announced at the meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than 45 days from the date set for the original meeting,
in which case the Board of Directors shall set a new record date. Notice of any
such adjourned meeting, if required, shall be given to each shareholder of
record entitled to vote at the adjourned meeting, in accordance with the
provisions of Sections 4 and 5 of this Article II. At any adjourned meeting, the
corporation may transact any business that might have been transacted at the
original meeting.
SECTION 8. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 11
of this Article II. The shareholders' vote may be by voice vote or by ballot,
provided, however, that any election for Directors must be by ballot if demanded
by any shareholder before the voting has begun. On any matter other than the
election of Directors, any shareholder may vote part of the shares the
shareholder is to vote in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but, if the shareholder
fails to specify the number of shares that the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's approving
vote is with respect to all shares that the shareholder is entitled to vote. If
a quorum is present (or if a quorum has been present earlier at the meeting but
some shareholders have withdrawn), the affirmative vote of a majority of the
shares represented and voting, provided such shares voting affirmatively also
constitute a majority of the number of shares required for a quorum, shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or by the Articles of Incorporation.
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At a shareholders' meeting at which Directors are to be elected, no shareholder
shall be entitled to cumulate votes (i.e., cast for any candidate a number of
votes greater than the number of votes which that shareholder normally would be
entitled to cast), unless the candidates' names have been placed in nomination
before commencement of the voting and a shareholder has given notice at the
meeting, before the voting has begun, of the shareholder's intention to cumulate
votes. If any shareholder has given such a notice, then all shareholders
entitled to vote may cumulate their votes for candidates in nomination, and may
give one candidate a number of votes equal to the number of Directors to be
elected multiplied by the number of votes to which that shareholder's shares are
normally entitled, or distribute the shareholder's votes on the same principle
among any or all of the candidates, as the shareholder thinks fit. The
candidates receiving the highest number of votes, up to the number of Directors
to be elected, shall be elected.
SECTION 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions
of any meeting of shareholders, either annual or special, however called and
noticed and wherever held, shall be as valid as though they were had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if each person entitled to vote who was not present
in person or by proxy, either before or after the meeting, signs a written
waiver of notice or a consent to holding the meeting or an approval of the
minutes of the meeting.
A shareholder's attendance at a meeting also constitutes a waiver of notice of
that meeting, unless the shareholder at the beginning of the meeting objects to
the transaction of any business on the ground that the meeting was not lawfully
called or convened. In addition, attendance at a meeting does not constitute a
waiver of any right to object to consideration of matters required by law to be
included in the notice of the meeting which were not so included, if that
objection is expressly made at the meeting.
SECTION 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
that could be taken at an annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, is signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take that action at a meeting at which all shares entitled to vote on that
action were present and voted.
Directors may be elected by written consent of the shareholders without a
meeting and vacancies on the Board (other than vacancies created by removal) not
filled by the Board may be filled by the written consent of the holders of a
majority of the outstanding shares entitled to vote.
All consents shall be filed with the Secretary of the corporation and shall be
maintained in the corporate records. Any shareholder or other authorized person
who has given a written consent may revoke it by a writing received by the
Secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary.
Unless the consents of all shareholders entitled to vote have been solicited in
writing, prompt notice shall be given of any corporate action approved by
shareholders without a meeting by less
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than unanimous consent, to those shareholders entitled to vote who have not
consented in writing.
SECTION 11. RECORD DATE FOR SHAREHOLDER NOTICE OF MEETING, VOTING, AND GIVING
CONSENT.
(a) For purposes of determining the shareholders entitled to receive notice
of and vote at a shareholders' meeting or give written consent to
corporate action without a meeting, the Board may fix in advance a
record date that is not more than 60 nor less than 10 days before the
date of a shareholders' meeting, or not more than 60 days before any
other action.
(b) If no record date is fixed:
(i) The record date for determining shareholders entitled to
receive notice of and vote at a shareholders' meeting shall be
the business day next preceding the day on which notice is
given, or if notice is waived as provided in Section 9 of this
Article II, the business day next preceding the day on which
the meeting is held.
(ii) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, if
no prior action has been taken by the Board, shall be the day
on which the first written consent is given.
(iii) The record date for determining shareholders for any other
purpose shall be as set forth in Section 1 of Article VIII of
these Bylaws.
(c) A determination of shareholders of record entitled to receive notice of
and vote at a shareholders' meeting shall apply to any adjournment of
the meeting unless the Board fixes a new record date for the adjourned
meeting. However, the Board shall fix a new record date if the
adjournment is to a date more than 45 days after the date set for the
original meeting.
(d) Only shareholders of record on the corporation's books at the close of
business on the record date shall be entitled to any of the notice and
voting rights listed in subsection (a) of this section, notwithstanding
any transfer of shares on the corporation's books after the record
date, except as otherwise required by law.
SECTION 12. PROXIES. Every person entitled to vote for Directors or on any other
matter shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the Secretary
of the corporation. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the shareholder or the shareholder's attorney in
fact. A validly executed proxy that does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
corporation stating that the proxy is revoked, or by attendance at the meeting
and voting in person by the person executing the proxy or by a subsequent proxy
executed by the same person and presented at the meeting; or (ii) written
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notice of the death or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of 6 months from the
date of the proxy, unless coupled with an interest. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by NRS 78.355.
SECTION 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the
Board of Directors may appoint any persons other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the Chair of the meeting may, and on the request of
any shareholder or a shareholder's proxy shall, appoint Inspectors of Election
at the meeting. The number of Inspectors shall be either one or three. If
Inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one or three Inspectors are to be appointed. If
any person appointed as Inspector fails to appear or fails or refuses to act,
the Chair of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.
These Inspectors shall: (a) determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies; (b) receive
votes, ballots, or consents; (c) hear and determine all challenges and questions
in any way arising in connection with the right to vote; (d) count and tabulate
all votes or consents; (e) determine when the polls shall close; (f) determine
the result; and (g) do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.
ARTICLE III
DIRECTORS
SECTION 1. POWERS. Subject to the provisions of the Nevada General Corporation
Law and any limitations in the Articles of Incorporation and these Bylaws
relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors.
Without prejudice to these general powers, and subject to the same limitations,
the Board of Directors shall have the power to:
(a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are
consistent with law, with the Articles of Incorporation, and with these
Bylaws; fix their compensation; and require from them security for
faithful service.
(b) Change the principal executive office or the principal business office
in the State of Nevada from one location to another; cause the
corporation to be qualified to do business in any other state,
territory, dependency, or country and conduct business within or
outside the State of Nevada; and designate any place within or outside
the State of Nevada for holding any shareholders' meeting or meetings,
including Annual Meetings.
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(c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.
(d) Authorize the issuance of shares of stock of the corporation on any
lawful terms, in consideration of money paid, labor done, services
actually rendered, debts or securities cancelled, or tangible or
intangible property actually received.
(e) Borrow money and incur indebtedness on behalf of the corporation, and
cause to be executed and delivered for the corporation's purposes, in
the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations, and other evidences of debt
and securities.
SECTION 2. NUMBER OF DIRECTORS. The number of Directors shall be no fewer than
one (1) nor more than five (5). The exact number of authorized Directors shall
be two (2) until changed, within the limits specified above, by a Bylaw amending
this section, duly adopted by the Board of Directors, or the shareholders. The
maximum or minimum number of Directors cannot be changed, nor can a fixed number
be substituted for the maximum and minimum numbers, except by a duly adopted
amendment to the Articles of Incorporation or by an amendment to this Bylaws
duly adopted by a majority of the outstanding shares entitled to vote. However,
once shares have been issued to more than two (2) shareholders, an amendment
that would reduce the authorized number of Directors to a number fewer than five
cannot be adopted if the votes cast against its adoption at a shareholders'
meeting or the shares not consenting to an action by written consent are equal
to more than one-sixth (16 2/3%) of the outstanding shares entitled to vote.
SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected
at each Annual Meeting of the shareholders to hold office until the next Annual
Meeting. Each Director, including a Director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.
No reduction of the authorized number of Directors shall have the effect of
removing any Director before that Director's term of office expires.
SECTION 4. VACANCIES. A vacancy in the Board of Directors shall be deemed to
exist: (a) if a Director dies, resigns, or is removed by the shareholders or an
appropriate court, as provided in NRS 78.335 and 78.345; (b) if the Board of
Directors declares vacant the office of a Director who has been convicted of a
felony or declared of unsound mind by an order of court; (c) if the authorized
number of Directors is increased; or (d) if at any shareholders' meeting at
which one or more Directors are elected the shareholders fail to elect the full
authorized number of Directors to be voted for at that meeting.
Any Director may resign effective on giving written notice to the Chair of the
Board, the President, the Secretary, or the Board of Directors, unless the
notice specifies a later effective date. If the resignation is effective at a
future time, the Board may elect a successor to take office when the resignation
becomes effective.
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Except for a vacancy caused by the removal of a Director, vacancies on the Board
may be filled by approval of the Board or, if the number of Directors then in
office is less than a quorum, by (1) the unanimous written consent of the
Directors then in office, (2) the affirmative vote of a majority of the
Directors then in office at a meeting held pursuant to notice or waivers of
notice complying with NRS 78.370 and & 78.375, or (3) a sole remaining Director.
A vacancy on the Board caused by the removal of a Director may be filled only by
the shareholders, except that a vacancy created when the Board declares the
office of a Director vacant as provided in clause (b) of the first paragraph of
this section of the Bylaws may be filled by the Board of Directors.
The shareholders may elect a Director at any time to fill a vacancy not filled
by the Board of Directors.
The term of office of a Director elected to fill a vacancy shall run until the
next annual meeting of the shareholders, and such a Director shall hold office
until a successor is elected and qualified.
SECTION 5. PLACE OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of the Board
of Directors may be held at any place within or outside the State of Nevada as
designated from time to time by the Board. In the absence of a designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the Board shall be held at any place within or
outside the State of Nevada designated in the notice of the meeting, or if the
notice does not state a place, or if there is no notice, at the principal
executive office of the corporation. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, provided that
all Directors participating can hear one another.
SECTION 6. ANNUAL DIRECTORS' MEETING. Immediately after each annual
shareholders' meeting, the Board of Directors shall hold a regular meeting at
the same place, or at any other place that has been designated by the Board of
Directors, to consider matters of organization, election of officers, and other
business as desired. Notice of this meeting shall not be required unless some
place other than the place of the annual shareholders' meeting has been
designated.
SECTION 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of
Directors shall be held without call at times to be fixed by the Board of
Directors from time to time. Such regular meetings may be held without notice.
SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called for any purpose or purposes at any time by the Chair of the Board, the
President, any Vice President, the Secretary, or any two Directors.
Special meetings shall be held on four days' notice by mail or forty-eight
hours' notice delivered personally or by telephone or telegraph. Oral notice
given personally or by telephone may be transmitted either to the Director or to
a person at the Director's office who can reasonably be expected to communicate
it promptly to the Director. Written notice, if used, shall be addressed to each
Director at the address shown on the corporation's records. The notice need not
specify the purpose of the meeting, nor need it specify the place if the meeting
is to be held at the principal executive office of the corporation.
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SECTION 9. QUORUM. A majority of the authorized number of Directors shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the Directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors.
SECTION 10. WAIVER OF NOTICE. Notice of a meeting, although otherwise required,
need not be given to any Director who (i) either before or after the meeting
signs a waiver of notice or a consent to holding the meeting without being given
notice; (ii) signs an approval of the minutes of the meeting; or (iii) attends
the meeting without protesting the lack of notice before or at the beginning of
the meeting. Waivers of notice or consents need not specify the purpose of the
meeting. All waivers, consents, and approvals of the minutes shall be filed with
the corporate records or made a part of the minutes of the meeting.
SECTION 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum is
present, a majority of the Directors present may adjourn any meeting to another
time or place.
SECTION 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place of
resuming a meeting that has been adjourned need not be given unless the
adjournment is for more than 24 hours, in which case notice shall be given,
before the time set for resuming the adjourned meeting, to the Directors who
were not present at the time of the adjournment. Notice need not be given in any
case to Directors who were present at the time of adjournment.
SECTION 13. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if all members
of the Board of Directors individually or collectively consent in writing to
that action. Any action by written consent shall have the same force and effect
as a unanimous vote of the Board of Directors. All written consents shall be
filed with the minutes of the proceedings of the Board of Directors.
SECTION 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees of the Board may be compensated for their services, and shall be
reimbursed for expenses, as fixed or determined by resolution of the Board of
Directors. This section shall not be construed to preclude any Director from
serving the corporation in any other capacity, as an officer, agent, employee,
or otherwise, and receiving compensation for those services.
ARTICLE IV
COMMITTEES
SECTION 1. COMMITTEES OF THE BOARD. The Board of Directors may, by resolution
adopted by a majority of the authorized number of Directors, designate one or
more committees, each consisting of two or more Directors. The Board may
designate one or more Directors as alternate members of any committee, to
replace any absent member at a committee meeting. The appointment of committee
members or alternate members requires the vote of a majority of the authorized
number of Directors. A committee may be granted any or all of the powers and
authority of the Board in the management of the business and affairs of the
corporation.
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SECTION 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees
shall be governed by, and held and taken in accordance with, Bylaw provisions
applicable to meetings and actions of the Board of Directors, as provided in
Section 5 and Sections 7 through 13 of Article III of these Bylaws, as to the
following matters: place of meetings; regular meetings; special meetings and
notice; quorum; waiver of notice; adjournment; notice of adjournment; and action
without meeting, with such changes in the context of these Bylaws as are
necessary to substitute the committee and its members for the Board of Directors
and its members, except that (a) the time of regular meetings of committees may
be determined either by resolution of the Board of Directors or by resolution of
the committee; (b) special meetings of committees may also be called by
resolution of the Board of Directors; and (c) notice of special meetings of
committees shall also be given to all alternative members who shall have the
right to attend all meetings of the committee. The Board of Directors may adopt
rules for the governance of any committee not inconsistent with these Bylaws.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be a President and
Chief Executive Officer, a Secretary, and a Treasurer. The corporation may also
have, at the discretion of the Board of Directors, a Chair of the Board, one or
more Vice Presidents, one or more Assistant Secretaries, a Chief Financial
Officer, one or more Assistant Treasurers, and such other officers as may be
appointed in accordance with Section 3 of this Article. Any number of offices
may be held by the same person.
SECTION 2. APPOINTMENT OF OFFICERS. The officers of the corporation, except for
subordinate officers appointed in accordance with Section 3 of this Article V,
shall be appointed by the Board of Directors, and shall serve at the pleasure of
the Board of Directors.
SECTION 3. SUBORDINATE OFFICERS. The Board of Directors may appoint, and may
empower the Chair to appoint other officers as required by the business of the
corporation, whose duties shall be as provided in the Bylaws, or as determined
from time to time by the Board of Directors or the Chair.
SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the Board
of Directors may be removed at any time, with or without cause or notice, by the
Board of Directors. Subordinate officers appointed by persons other than the
Board under Section 3 of this Article may be removed at any time, with or
without cause or notice, by the Board of Directors or by the officer by whom
appointed. Officers may be employed for a specified term under a contract of
employment if authorized by the Board of Directors; such officers may be removed
from office at any time under this section, and shall have no claim against the
corporation or individual officers or Board members because of the removal
except any right to monetary compensation to which the officer may be entitled
under the contract of employment.
Any officer may resign at any time by giving written notice to the corporation.
Resignations shall take effect on the date of receipt of the notice, unless a
later time is specified in the notice. Unless otherwise specified in the notice,
acceptance of the resignation is not necessary to make it
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effective. Any resignation is without prejudice to the rights, if any, of the
corporation to monetary damages under any contract of employment to which the
officer is a party.
SECTION 5. VACANCIES IN OFFICES. A vacancy in any office resulting from an
officer's death, resignation, removal, disqualification, or from any other cause
shall be filled in the manner prescribed in these Bylaws for regular election or
appointment to that office.
SECTION 6. CHAIR OF THE BOARD. The Board of Directors may elect a Chair, who
shall preside, if present, at Board meetings and shall exercise and perform such
other powers and duties as may be assigned from time to time by the Board of
Directors.
SECTION 7. PRESIDENT. Except to the extent that the Bylaws or the Board of
Directors assign specific powers and duties to the Chair of the Board (if any),
the President shall be the corporation's general manager and Chief Executive
Officer and, subject to the control of the Board of Directors, shall have
general supervision, direction, and control over the corporation's business and
its officers. The managerial powers and duties of the President shall include,
but are not limited to, all the general powers and duties of management usually
vested in the office of President of a corporation, and the President shall have
other powers and duties as prescribed by the Board of Directors or the Bylaws.
The President shall preside at all meetings of the shareholders and, in the
absence of the Chair of the Board or if there is no Chair of the Board, shall
also preside at meetings of the Board of Directors.
SECTION 8. CHAIR OF THE BOARD. The Chair of the Board, if such an officer be
elected, shall, if present, preside at meetings of the Board of Directors and
exercise and perform such other powers and duties as may be from time to time
assigned by the Board of Directors or prescribed by the By-laws. If there is no
President, the Chair of the Board shall in addition be the Chief Executive
Officer of the corporation and shall have the powers and duties prescribed in
Section 7 of this Article V.
SECTION 9. VICE PRESIDENTS. If desired, one or more Vice Presidents may be
chosen by the Board of Directors in accordance with the provisions for
appointing officers set forth in Section 2 of this Article V. In the absence or
disability of the President, the President's duties and responsibilities shall
be carried out by the highest ranking available Vice President if Vice
Presidents are ranked or, if not, by a Vice President designated by the Board of
Directors. When so acting, a Vice President shall have all the powers of and be
subject to all the restrictions on the President. Vice Presidents of the
corporation shall have such other powers and perform such other duties as
prescribed from time to time by the Board of Directors, the Bylaws, or the
President (or Chair of the Board if there is no President).
SECTION 10. SECRETARY
(a) Minutes.
The Secretary shall keep, or cause to be kept, minutes of all of the
shareholders' meetings and of all other Board meetings. If the Secretary is
unable to be present, the Secretary or the presiding officer of the meeting
shall designate another person to take the minutes of the meeting.
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The Secretary shall keep, or cause to be kept, at the principal executive office
or such other place as designated by the Board of Directors, a Book of Minutes
of all meetings and actions of the shareholders, of the Board of Directors, and
of committees of the Board. The minutes of each meeting shall state the time and
place the meeting was held; whether it was regular or special; if special, how
it was called or authorized; the names of Directors present at Board or
committee meetings; the number of shares present or represented at shareholders'
meetings; an accurate account of the proceedings; and when it was adjourned.
(b) Record of Shareholders.
The Secretary shall keep, or cause to be kept, at the principal executive office
or at the office of the transfer agent or registrar, a record or duplicate
record of shareholders. This record shall show the names of all shareholders and
their addresses, the number and classes of shares held by each, the number and
date of share certificates issued to each shareholder, and the number and date
of cancellation of any certificates surrendered for cancellation.
(c) Notice of Meetings.
The Secretary shall give notice, or cause notice to be given, of all
shareholders' meetings, Board meetings, and meetings of committees of the Board
for which notice is required by statute or by the Bylaws. If the Secretary or
other person authorized by the Secretary to give notice fails to act, notice of
any meeting may be given by any other officer of the corporation.
(d) Other Duties.
The Secretary shall keep the seal of the corporation, if any, in safe custody.
The Secretary shall have such other powers and perform other duties as
prescribed by the Board of Directors or by the Bylaws.
SECTION 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep, or
cause to be kept, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any Director.
The Chief Financial Officer shall (1) deposit corporate funds and other
valuables in the corporation's name and to its credit with depositaries
designated by the Board of Directors; (2) make disbursements of corporate funds
as authorized by the Board; (3) render a statement of the corporation's
financial condition and an account of all transactions conducted as Chief
Financial Officer whenever requested by the Chair, the President or the Board of
Directors; and (4) have other powers and perform other duties as prescribed by
the Board of Directors or the Bylaws.
Unless the Board of Directors has elected a separate Treasurer, the Chief
Financial Officer shall be deemed to be the treasurer for purposes of giving any
reports or executing any certificates or other documents.
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ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
SECTION 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this Article,
"agent" means any person who is or was a Director, officer, employee, or other
agent of this corporation, or who is or was serving at the request of this
corporation as a Director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
who was a Director, officer, employee, or agent of a foreign or domestic
corporation that was a predecessor corporation of this corporation or of another
enterprise at the request of such predecessor corporation; "proceeding" means
any threatened, pending, or completed action or proceeding, whether civil,
criminal, administrative, or investigative; and "expenses" includes, without
limitation, attorney fees and any expenses of establishing a right to
indemnification under Section 4 or Section 5(d) of this Article VI.
SECTION 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any proceeding (other than an action by or in the right of this
corporation to procure a judgment in its favor) by reason of the fact that such
person is or was an agent of this corporation, against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with such proceeding if that person acted in good faith and in a
manner that the person reasonably believed to be in the best interests of this
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of that person was unlawful. The termination of any
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 that the person reasonably
believed to be in the best interests of this corporation or that the person had
reasonable cause to believe that the person's conduct was not unlawful.
SECTION 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. This corporation shall
have the power to indemnify any person who was or is a party, or is threatened
to be made a party, to any threatened, pending, or completed action by or in the
right of this corporation to procure a judgment in its favor by reason of the
fact that such person is or was an agent of this corporation, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of that action, if such person acted in good faith, in a manner
such person believed to be in the best interests of this corporation and its
shareholders. No indemnification shall be made under this Section 3 for the
following:
(a) With respect to any claim, issue, or matter as to which such person has
been adjudged to be liable to this corporation in the performance of
such person's duty to the corporation and its shareholders, unless and
only to the extent that the court in which such proceeding is or was
pending shall determine on application that, in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for expenses and then only to the extent that the
court shall determine;
(b) Amounts paid in settling or otherwise disposing of a pending action
without court approval; or
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(c) Expenses incurred in defending a pending action that is settled or
otherwise disposed of without court approval.
SECTION 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
corporation has been successful on the merits in defense of any proceeding
referred to in Section 2 or 3 of this Article VI, or in defense of any claim,
issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.
SECTION 5. REQUIRED APPROVAL. Except as provided in Section 4 of this Article
VI, any indemnification under this Section shall be made by the corporation only
if authorized in the specific case, after a determination that indemnification
of the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Section 2 or 3 by one of the
following:
(a) A majority vote of a quorum consisting of Directors who are not parties
to such proceeding;
(b) Independent legal counsel in a written opinion if a quorum of Directors
who are not parties to such a proceeding is not available;
(c) (i) The affirmative vote of a majority of shares of this
corporation entitled to vote represented at a duly held
meeting at which a quorum is present; or
(ii) the written consent of holders of a majority of the
outstanding shares entitled to vote (for purposes of this
subsection 5(c), the shares owned by the person to be
indemnified shall not be considered outstanding or entitled to
vote thereon); or
(d) The court in which the proceeding is or was pending, on application
made by this corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by this
corporation.
SECTION 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding
may be advanced by the corporation before the final disposition of such
proceeding on receipt of an undertaking by or on behalf of the agent to repay
such amounts if it shall be determined ultimately that the agent is not entitled
to be indemnified as authorized in this Article VI. By unanimous vote of all
Directors, other than a Director who may be a party to such proceeding, this
provision requiring an undertaking may be waived; provided, however, that such
waiver shall not relieve the agent of liability.
SECTION 7. OTHER CONTRACTUAL RIGHTS. The indemnification provided by this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaw, agreement, vote of
shareholders or disinterested Directors, or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent such additional rights to indemnification are authorized
in the
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articles of the corporation. Nothing in this section shall affect any right to
indemnification to which persons other than such Directors and officers may be
entitled by contract or otherwise.
SECTION 8. LIMITATIONS. No indemnification or advance shall be made under this
Article VI, except as provided
in Section 4 or Section 5(d), in any circumstance if it appears:
(a) That it would be inconsistent with a provision of the articles, Bylaws,
a resolution of the shareholders, or an agreement in effect at the time
of the accrual of the alleged cause of action asserted in the
proceeding in which expenses were incurred or other amounts were paid,
which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a
court in approving settlement.
SECTION 9. INSURANCE. This corporation may purchase and maintain insurance on
behalf of any agent of the corporation insuring against any liability asserted
against or incurred by the agent in that capacity or arising out of the agent's
status as such, whether or not this corporation would have the power to
indemnify the agent against that liability under the provisions of this Article
VI.
SECTION 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article VI does
not apply to any proceeding against any trustee, investment manager, or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of the corporation. The corporation
shall have the power to indemnify, and to purchase and maintain insurance on
behalf of any such trustee, investment manager, or other fiduciary of any
benefit plan for any or all of the Directors, officers, and employees of the
corporation or any of its subsidiary or affiliated corporations.
SECTION 11. SURVIVAL OF RIGHTS. The rights provided by this Article VI shall
continue for a person who has ceased to be an agent and shall inure to the
benefit of the heirs, executors, and administrators of such person.
SECTION 12. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of this
Article VI shall not adversely affect an agent's right or protection existing at
the time of such amendment, repeal, or modification.
SECTION 13. SETTLEMENT OF CLAIMS. The corporation shall not be liable to
indemnify any agent under this Article VI for (a) any amounts paid in settlement
of any action or claim effected without the corporation's written consent, which
consent shall not be unreasonably withheld or (b) any judicial award, if the
corporation was not given a reasonable and timely opportunity to participate, at
its expense, in the defense of such action.
SECTION 14. SUBROGATION. In the event of payment under this Article VI, the
corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the agent, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the
execution of such documents as may be necessary to enable the corporation
effectively to bring suit to enforce such rights.
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SECTION 15. NO DUPLICATION OF PAYMENTS. The corporation shall not be liable
under this Article VI to make any payment in connection with any claim made
against the agent to the extent the agent has otherwise actually received
payment, whether under a policy of insurance, agreement, vote, or otherwise, of
the amounts otherwise indemnifiable under this Article.
ARTICLE VII
RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY SHAREHOLDERS. The
corporation shall keep at its principal executive office or at the office of its
transfer agent or registrar, as determined by resolution of the Board of
Directors, a record of the names and addresses of all shareholders and the
number and class of shares held by each shareholder, a copy certified by the
Secretary of State of the corporation's articles of incorporation and all
amendments thereto, and a copy certified by an officer of the corporation of its
bylaws and all amendments thereto.
Any person who has been a stockholder of record for at least 6 months
immediately preceding his or her demand, or any shareholder or shareholders
holding at least 5 percent in the aggregate of the outstanding voting shares of
the corporation shall have the right to inspect and copy the record of
shareholders' names and addresses and shareholdings during usual business hours,
on five days' prior written demand on the corporation.
SECTION 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at
its principal executive office, or if its principal executive office is not in
the State of Nevada, at its principal business office in this state, a copy
certified by an officer of the corporation of the Bylaws as amended to date,
which shall be open to inspection by the shareholders at all reasonable times
during office hours. If the principal executive office of the corporation is
outside the State of Nevada and the corporation has no principal business office
in this state, the Secretary shall, on the written request of any shareholder,
furnish to that shareholder a copy of the Bylaws as amended to date.
SECTION 3. MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS. The
minutes of proceedings of the shareholders, Board of Directors, and committees
of the Board, and the accounting books and records, shall be kept at the
principal executive office of the corporation, or at such other place or places
as designated by the Board of Directors. The minutes shall be kept in written
form, and the accounting books and records shall be kept either in written form
or in a form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection on the written demand
of any shareholder or holder of a voting trust certificate at any reasonable
time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or holder of a voting trust certificate. The
inspection may be made in person or by an agent or attorney, and shall include
the right to copy and make extracts. These rights of inspection shall extend to
the records of each subsidiary of the corporation.
SECTION 4. INSPECTION BY DIRECTORS. Every Director shall have the absolute right
at any reasonable time to inspect all books, records, and documents of every
kind and the physical
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properties of the corporation and each of its subsidiary corporations. This
inspection by a Director may be made in person or by an agent or attorney and
the right of inspection includes the right to copy and make extracts of
documents.
SECTION 5. ANNUAL REPORT TO SHAREHOLDERS. The Board of Directors shall cause an
annual report to be sent to the shareholders not later than 120 days after the
close of the fiscal year adopted by the corporation. This report shall be sent
at least 15 days (if third-class mail is used, 35 days) before the annual
meeting of shareholders to be held during the next fiscal year and in the manner
specified for giving notice to shareholders in Section 5 of Article II of these
Bylaws. The annual report shall contain a balance sheet as of the end of the
fiscal year and an income statement and a statement of cash flows for the fiscal
year prepared in accordance with generally accepted accounting principles
applied on a consistent basis and accompanied by any report of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared without audit from
the corporation's books and records.
SECTION 6. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as, there
are fewer than 100 shareholders, the requirement of an annual report to
shareholders referred to in Section 5 is expressly waived. However, nothing in
this provision shall be interpreted as prohibiting the Board of Directors from
issuing annual or other periodic reports to the shareholders, as the Board
considers appropriate.
SECTION 7. FINANCIAL STATEMENTS. The corporation shall keep a copy of each
annual financial statement, quarterly or other periodic income statement, and
accompanying balance sheets prepared by the corporation on file in the
corporation's principal executive office for 12 months; these documents shall be
exhibited at all reasonable times, or copies provided, to any shareholder on
demand.
If no annual report for the last fiscal year has been sent to shareholders, on
written request of any shareholder made more than 120 days after the close of
the fiscal year the corporation shall deliver or mail to the shareholder, within
30 days after receipt of the request, a balance sheet as of the end of that
fiscal year and an income statement and statement of cash flows for that fiscal
year.
A shareholder or shareholders holding 5 percent or more of the outstanding
shares of any class of stock of the corporation may request in writing an income
statement for the most recent three-month, six-month, or nine-month period
(ending more than 30 days before the date of the request) of the current fiscal
year, and a balance sheet of the corporation as of the end of that period. If
such documents are not already prepared, the chief financial officer shall cause
them to be prepared and shall deliver the documents personally or mail them to
the requesting shareholders within 30 days after receipt of the request. A
balance sheet, income statement, and statement of cash flows for the last fiscal
year shall also be included, unless the corporation has sent the shareholders an
annual report for the last fiscal year.
Quarterly income statements and balance sheets referred to in this section shall
be accompanied by the report, if any, of independent accountants engaged by the
corporation or the certificate of
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an authorized corporate officer stating that the financial statements were
prepared without audit from the corporation's books and records.
SECTION 8. ANNUAL STATEMENT OF GENERAL INFORMATION.
(a) Every year, during the calendar month in which the original Articles of
Incorporation were filed with the Nevada Secretary of State, the
corporation shall file a statement with the Secretary of State on the
prescribed form, setting forth the authorized number of Directors; the
names and complete business or residence addresses of all incumbent
Directors; the names and complete business or residence addresses of
the President, the Secretary, and the Treasurer; the street address of
the corporation's principal executive office or principal business
office in this state; a statement of the general type of business
constituting the principal business activity of the corporation; and a
designation of the agent of the corporation for the purpose of service
of process.
(b) Notwithstanding the provisions of paragraph (a) of this section, if
there has been no change in the information in the corporation's last
annual statement on file in the Secretary of State's office, the
corporation may, in lieu of filing the annual statement described in
paragraph (a) of this section, advise the Secretary of State, on the
appropriate form, that no changes in the required information have
occurred during the applicable period.
ARTICLE VIII
GENERAL CORPORATE MATTERS
SECTION 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes
of determining the shareholders entitled to receive payment of dividends or
other distributions or allotment of rights, or entitled to exercise any rights
in respect of any other lawful action (other than voting at and receiving notice
of shareholders' meetings and giving written consent of the shareholders without
a meeting), the Board of Directors may fix in advance a record date, which shall
be not more than 60 nor less than 10 days before the date of the dividend
payment, distribution, allotment, or other action. If a record date is so fixed,
only shareholders of record at the close of business on that date shall be
entitled to receive the dividend, distribution, or allotment of rights, or to
exercise the other rights, as the case may be, notwithstanding any transfer of
shares on the corporation's books after the record date, except as otherwise
provided by statute.
If the Board of Directors does not so fix a record date in advance, the record
date shall be at the close of business on the later of (1) the day on which the
Board of Directors adopts the applicable resolution or (2) the 60th day before
the date of the dividend payment, distribution, allotment of rights, or other
action.
SECTION 2. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, other orders
for payment of money, notes, or other evidences of indebtedness issued in the
name of or payable to the corporation shall be signed or endorsed by such person
or persons and in such manner authorized from time to time by resolution of the
Board of Directors.
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SECTION 3. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Except as otherwise
provided in the articles or in these Bylaws, the Board of Directors by
resolution may authorize any officer, officers, agent, or agents to enter into
any contract or to execute any instrument in the name of and on behalf of the
corporation. This authority may be general or it may be confined to one or more
specific matters. No officer, agent, employee, or other person purporting to act
on behalf of the corporation shall have any power or authority to bind the
corporation in any way, to pledge the corporation's credit, or to render the
corporation liable for any purpose or in any amount, unless that person was
acting with authority duly granted by the Board of Directors as provided in
these Bylaws, or unless an unauthorized act was later ratified by the
corporation.
SECTION 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of
the capital stock of the corporation shall be issued to each shareholder when
any of the shares are fully paid.
In addition to certificates for fully paid shares, the Board of Directors may
authorize the issuance of certificates for shares that are partly paid and
subject to call for the remainder of the purchase price, provided that the
certificates representing partly paid shares shall state the total amount of the
consideration to be paid for the shares and the amount actually paid.
All certificates shall certify the number of shares and the class or series of
shares represented by the certificate. All certificates shall be signed in the
name of the corporation by (1) either the Chair of the Board of Directors, the
Vice Chair of the Board of Directors, the President, or any Vice President, and
(2) either the Chief Financial Officer, any Assistant Treasurer, the Secretary,
or any Assistant Secretary.
Any or all of the signatures on the certificate may be facsimile. If any
officer, transfer, agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that officer,
transfer agent, or registrar before that certificate is issued, the certificate
may be issued by the corporation with the same effect as if that person were an
officer, transfer agent, or registrar at the date of issue.
SECTION 5. LOST CERTIFICATES. Except as provided in this Section 5, no new
certificates for shares shall be issued to replace old certificates unless the
old certificate is surrendered to the corporation for cancellation at the same
time. If share certificates or certificates for any other security have been
lost, stolen, or destroyed, the Board of Directors may authorize the issuance of
replacement certificates on terms and conditions as required by the Board, which
may include a requirement that the owner give the corporation a bond (or other
adequate security) sufficient to indemnify the corporation against any claim
that may be made against it (including any expense or liability) on account of
the alleged loss, theft, or destruction of the old certificate or the issuance
of the replacement certificate.
SECTION 6. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other corporations
standing in the name of this corporation shall be voted by one of the following
persons, listed in order of preference:
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(1) Chair of the Board, or person designated by the Chair of the Board; (2)
President, or person designated by the President; (3) First Vice President, or
person designated by the First Vice President; (4) other person designated by
the Board of Directors.
The authority to vote shares granted by this section includes the authority to
execute a proxy in the name of the corporation for purposes of voting the
shares.
SECTION 7. REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE. If all or
part of the compensation, including expenses, paid by the corporation to a
Director, officer, employee, or agent is finally determined not to be allowable
to the corporation as a federal or state income tax deduction, the Director,
officer, employee, or agent to whom the payment was made shall repay to the
corporation the amount disallowed. The Board of Directors shall enforce
repayment of each such amount disallowed by the taxing authorities.
SECTION 8. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in NRS 78.010
through 78.795 shall govern the construction of these Bylaws. Without limiting
the generality of this provision, the singular number includes the plural, the
plural number includes the singular, and the term "person" includes both a
corporation and a natural person.
ARTICLE IX
AMENDMENTS
SECTION 1. AMENDMENT BY SHAREHOLDERS. New Bylaws may be adopted or these Bylaws
may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the Articles of Incorporation of the corporation set forth the number of
authorized Directors of the corporation, the authorized number of Directors may
be changed only by an amendment of the Articles of Incorporation.
SECTION 2. POWERS OF DIRECTORS. Subject to the right of the Shareholders to
adopt, amend or repeal Bylaws, as provided in Section 1 of this Article IX, the
Board of Directors may adopt, amend or repeal any of these Bylaws other than a
Bylaw or amendment thereof changing the authorized number of Directors.
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TRIPLE 8 DEVELOPMENT CORPORATION
SECRETARY'S CERTIFICATE OF ADOPTION OF BYLAWS
BY
A DIRECTOR
ADOPTION BY DIRECTOR.
The undersigned Secretary of TRIPLE 8 DEVELOPMENT CORPORATION, hereby certifies
that at a duly held meeting held on the 1st day of November, 1999, the Board of
Directors of this corporation did approve as the Bylaws of this corporation the
Bylaws which precede this certification in the Minute Book of this corporation.
Executed this 1st day of November, 1999.
/s/ Gerald R. Tuskey
--------------------
Secretary