AMENDED AND RESTATED
BYLAWS
OF
DIGITEC 2000, INC.
ARTICLE I
OFFICES
Section 1. Business Offices.
The principal office of the Corporation shall be located in Carson City,
Nevada. The Corporation may also have offices at such other places both within
and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
Section 2. Registered Office.
The registered office of the Corporation shall be in Carson City Nevada.
The registered office may be changed from time to time by the Board of
Directors.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Place:
The place of the shareholders' meetings shall be the principal office of
the Corporation unless some other place either within of without of the State of
Nevada shall be determined and designated from time to time by the Board of
Directors.
Section 2. Annual Meeting.
The annual meeting of the shareholders of the Corporation for the election
of directors to succeed those whose terms expire, and for the transaction of
such other business as may properly come before the meeting, shall be held each
year on the third Monday in November beginning in the year 1996.
If the annual meeting of the shareholders is not held, or if held and
directors shall not be elected for any reason, then the election of directors
may be held at any meeting of shareholders thereafter called pursuant to these
Bylaws and the laws of the State of Nevada.
Section 3. Special Meetings.
Special meetings of the shareholders for any purpose or purposes may be
called by the President, the Board of Directors, or the holders of twenty-five
(25) percent or more of all the shares entitled to vote at such meeting, by the
giving of notice in writing as hereinafter described.
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Section 4. Voting:
At all meetings of shareholders, voting may be viva voce; but any
qualified voter may demand a stock vote, whereupon such vote shall be taken by
ballot and the Secretary shall record the name of the shareholder voting, the
number of shares voted, and if any such vote shall be in person or by proxy
appointed in writing, manually signed by the shareholder or his duly authorized
attorney-in-fact. No proxy shall be valid after 11 months from the date of its
execution, unless otherwise provided therein.
Each shareholder shall have such rights to vote as the Articles of
Incorporation provide for each share of stock registered in his name on the
books of the Corporation, except where the transfer books of the Corporation
shall have dosed or a date shall be faxed as a record date, not to exceed, in
any case, 60 days preceding the meeting, for the determination of shareholders
entitled to vote.
Section 5. Order of Business
The order of business at any meeting shall be as follows:
1. Calling the meeting to order.
2. Calling of roll.
3. Proof of notice of meeting.
4. Report of the Secretary of the stock represented at the meeting
and the determination of the existence or lack of a quorum.
5. Reading of minutes of last previous meeting and disposal of any
unapproved minutes.
6. Reports of officers.
7. Reports of committee.
8. Election of directors, if appropriate.
9. Unfinished business.
10. New business.
11. Adjournment.
To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
Section 6. Notices:
Written or printed notice stating the place, day, and hour of the meeting
and, in case of a special meeting, the purpose for which the meeting is called,
shall be delivered not less than 10 nor more than 60 days before the date of the
meetings, either personally or by mail, by or at the direction of the President,
the Secretary, or the officer or persons calling the meeting, to each
shareholder or record entitled to vote at such meeting. Notice to shareholders
of record, if mailed, shall be deemed delivered as to any shareholder of record
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 pre-paid. If three successive letters mailed to the last known address
of any shareholder of record are returned as undeliverable, no further notices
to such shareholder shall be necessary until another address for such
shareholder is made known to the Corporation.
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When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjournment meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is faxed for the adjournment meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at the meeting.
Section 7. Quorum:
A quorum at any annual or special meeting shall consist of the
representation in person or by proxy of a majority in number of the shares of
outstanding capital stock of the Corporation entitled to vote at such meeting,
and the vote of a majority of the quorum shall be the act of the shareholders
unless the vote of a greater number, or voting by classes, is required by the
laws of the state of Nevada or the Articles of Incorporation. In the event a
quorum be not present, the meeting may be adjourned by those present for a
period not to exceed 60 days at any one adjournment. The shareholders entitled
to vote, present either in person or by proxy at such adjourned meeting, shall,
if equal to one-half of the shares entitled to vote at the meeting, constitute a
quorum, and the vote of a majority of the quorum shall be the act of the
shareholders at such adjourned meeting unless the vote of a greater number, or
voting by classes, is required by the laws of the state of Nevada or the
Articles of Incorporation.
Section 8. Action by Shareholders Without a Meeting:
Any action which may be taken at a meeting may be taken without a meeting
if authorized by the written consent of shareholders holding at least a majority
of the voting power, except that if any greater proportion of voting power is
required for any specific action at a meeting, then the greater proportion of
written consents is required. For a written consent to be valid it must be: (a)
signed by the shareholder; (b) dated as to signature; and (C) delivered to the
Corporation in the legally prescribed manner.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Organization and Powers:
The Board of Directors shall constitute the policymaking of legislative
authority of the Corporation. Management of the affairs, property and business
of the Corporation shall be vested in the Board of Directors, which shall
consist of not less than two, nor more than seven members, who shall be elected
at the annual meeting of shareholders by a plurality vote for a term of one
year, and shall not hold office until their successors are elected and qualify.
Directors need not be shareholders of the Corporation nor residents of Nevada.
Directors shall have all powers with respect to the management, control and
determination of policies of the Corporation that are not limited by these
Bylaws, the Articles of Incorporation, or the statutes of the State of Nevada
and the enumeration of any power shall not be considered a limitation thereof.
Section 2. Vacancies:
Any vacancy in the Board of Directors, however caused or created, shall be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board, or at a special meeting of the shareholders
called for that purpose. The directors elected to fill vacancies shall hold
office for the unexpired term and until their successors are elected and
qualify.
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Section 3. 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 or any special meeting of shareholders at which a
director or directors shall have been elected. The Board of Directors may
provide by resolution the time and place, either within or without the State of
Nevada, for the holding of additional regular meetings without other notice than
such resolution.
Section 4. Special Meetings:
Special meetings of the Board of Directors may be held at the principal
office of the Corporation, or such other place as may be faxed by resolution of
the Board of Directors for such purpose, at any time on call of the President or
of any member of the Board, or may be held at any time and place without notice,
by unanimous written consent of all the members, or with the presence and
participation of all members at such meeting.
Section 5. Notices:
Notices of both regular and special meetings, when held by unanimous
consent or participation, shall be mailed or delivered by the Secretary to each
member of the Board not less than two days before any such meeting and notices
of special meetings may state the purposes thereof. No failure or irregularity
of notice of any regular meeting shall invalidate such meeting or any proceeding
thereat.
Section 6. Quorum and Manner of Acting:
A quorum for any meeting of the Board of Directors shall be a majority of
the Board of Directors as then constituted. Any 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. Any action of such majority, although not at a regularly
called meeting, and the record thereof, if assented to in writing by all of the
other members of the Board, shall always be as valid and effective in all
respects as if otherwise duly taken by the Board of Directors.
Section 7. Committees:
The Board of Directors may, by resolution of a majority of the full Board,
designate two or more directors to constitute an Executive Committee and one or
more other committees, each of which shall have and may exercise, to the extent
provided in such resolutions, all of the authority of the Board of Directors in
the management of the Corporation, except that no such committee shall have the
authority to declare dividends or distributions; approve or recommend to
shareholders actions or proposals required by the laws of the State of Nevada to
be approved by shareholders; fill vacancies on the Board of Directors or any
committee thereof; amend the Corporation's Bylaws; approve a plan of merger not
requiring the shareholder approval; reduce earned or capital surplus; authorize
or approve the reacquisition of shares unless pursuant to a general formula or
method specified by the Board of Directors pursuant to the laws of the State of
Nevada; or authorize or approve the issuance or sale of, or any contract to
issue or sell, shares or designate the terms of a series of a class of shares.
Neither the designation of any such committee, the delegation of authority
to such committee, on or any action by such committee pursuant to its authority
shall alone constitute compliance by any member of the Board of Directors, nor
any member of the committee in question, with his responsibility to act in good
faith, in a manner he reasonably believes to be in the best interests of the
Corporation, and with such care as an ordinary prudent person in a like position
would use under similar circumstances.
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Section 8. Action by Directors Without A Meeting:
Any action required to be, or which may be, taken at a meeting of the
Board of Directors, Executive Committee or other committee or the directors, may
be taken without a meeting if one or more written consents setting forth the
action so taken is signed by all directors or committee members entitled to vote
with respect to the subject matter thereof, and delivered to the Secretary of
the Corporation for inclusion in the corporate records. Such action is effective
when all directors or committee members have signed the consent, unless the
consent specifies a different effective date.
Section 9. Order of Business:
The order of business at any regular or special meeting of the Board of
Directors, unless otherwise prescribed for any meeting by the Board, shall be as
follows:
1. Reading and disposal of any unapproved minutes.
2. Reports of officers and committees.
3. Unfinished business.
4. New business.
5. Adjournment.
To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
Section 10. Remuneration:
No state salary shall be paid to directors for their services as such,
but, by resolution of the Board of Directors, a faxed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board. Members of special or standing committees may be allowed
like compensation for attending meetings. Nothing herein contained shall be
construed to preclude any director from receiving compensation for serving the
Corporation in any other capacity, subject to such resolutions of the Board of
Directors as may then govern receipt of such compensation.
Section 11. Telephone Meetings.
The members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of such Board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting in such a manner shall constitute presence in person
at the meeting.
ARTICLE IV
OFFICERS AND AGENTS
Section 1. Number and Qualifications.
The officers of the Corporation shall be a Chairman of the Board, a President, a
Secretary, a Treasurer. The Board of Directors may also elect or appoint such
other officers, assistant officers and agents, including a Vice-Chairman,
Vice-Chairman of the Board, one or more Vice-Presidents, a Controller, Assistant
Secretaries and Assistant Treasurers, as the may consider necessary. Any number
of offices may be held by the same person, except that no person may
simultaneously hold the officers of President and Secretary.
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Section 2. Election and Term of Office.
The officers of the Corporation shall be elected by the Board of Directors
annually at the first meeting of the Board held after each annual meeting of the
stockholders. If the election of officers hail not be held after each annual
meeting, such election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor shall have been duly elected
and qualified or until his earlier death, resignation or removal.
Section 3. Salaries.
The salaries of the officers shall be as fixed from time to time by the
Board or Directors and no officer shall be prevented from receiving a salary by
reason of the fact that he is also a Director of the Corporation.
Section 4. Removal.
Any officer or agent elected or appointed by the Board of Directors may be
removed at any time by the Board whenever in its judgment the best interest 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 in itself create contract rights.
Section 5. Vacancies.
Any officer may resign at any time, subject to any rights or obligations
under any existing contracts between the officer and the Corporation, by giving
written notice to the Corporation. Any officer's resignation shall take effect
at the time specified in such notice; and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Any vacancy occurring in any office by the death, resignation, removal or
otherwise shall be filled by the Board of Directors for the unexpired portion of
the term.
Section 6. Authority and Duties of the Officers.
The officers of the Corporation shall have the authority and shall
exercise the powers and perform the duties specified below and as may be
additionally specified by the Chairman of the Board, the President, the Board of
Directors or by the Bylaws, except that in any event such officer shall exercise
such powers and perform such duties as may be required by law:
(a) Chairman of the Board. The Chairman of the Board shall be the chief
executive officer of the Corporation. Subject to the direction and supervision
of the Board of Directors; he shall (i) have primary authority with respect to
all matters regarding corporate policy; (ii) supervise and control the business
of the Corporation, its officers and employees; (iii) preside at all meetings of
the Corporation's stockholders and Board of Directors; and (iv) perform such
other duties as may be assigned to him from tine to time by the Board of
Directors.
(b) President. The President, subject to the direction and supervision of
the Board of Directors, shall (i) supervise the day to day operations of the
Corporation, (ii) in the absence of the Chairman of the Board, preside at all
meetings of the stockholders and Board if Directors; (iii) be the chief
operation officer of the Corporation and perform the duties of and have all the
powers of and be subject to all of the restrictions upon the Chairman of the
Board in the event of the vacancy of the office of Chairman of the Board, in
which case the provision of the this subject (ii) shall apply to him; (iv)
perform all other duties incident to the office of the President and as from
time to time may be assigned to him by the Chairman of the Board or by the Board
of Directors.
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(c) Vice- Presidents. The Vice-President, if any, (or if there is more
than one then each Vice-President) shall assist the President shall perform such
duties as may be assigned to him by the President, the Chairman of the Board or
the Board of Directors. The Vice-President if there is one (or if there is more
than one, the Vice-President designated by the Board of Directors, or if there
is no such designation then the Vice-Presidents in order of their election),
shall, at the request of the President or in his absence or inability or refusal
to act, perform the duties of the President, and when so acting shall have all
of the powers of and be subject to all of the restrictions upon the President.
(d) Secretary. The Secretary shall: (i) keep the minutes of the
proceedings of the stockholders, the Board of Directors and any committees of
the Board; (ii) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (iii) be custodian of the
Corporate records and the seal of the Corporation; (iv) keep at the
Corporation's registered office or principal place of business a record
containing the names and addresses of all shareholders and the number and class
of shares held by each, unless such record shall be kept at the office of the
Corporation's transfer agent or registrar; (v) have general charge of the stock
books of the Corporation, unless the Corporation has a transfer agent; and (vi)
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 by the Chairman of the
Board, the President or the Board of Directors. Assistant Secretaries, if any,
shall have the same duties and powers, subject to supervision by the Secretary.
(e) Treasurer. The Treasurer shall: (i) be the principal financial officer
of the Corporation and have care and custody of all its funds, securities,
evidences of indebtedness and other personal property and deposit the same in
accordance with the instructions of the Board of Directors; (ii) receive and
give receipts and acquittances for monies paid in on account of the Corporation,
and pay out of the funds on hand all bills, payrolls and other just debts of the
Corporation of whatever nature of maturity; (iii) unless there is a controller,
be the principal accounting officer of the Corporation and as such prescribe and
maintain the methods and systems of accounting to be followed, keep complete
books and records of account, prepare and file all local, state and federal tax
returns, prescribe and maintain an adequate system of internal audit, and
prepare and furnish to the Chairman of the Board and the Board of Directors
statements of account showing the financial position of the Corporation and the
Results of its. operations; (iv) upon request of the board, make such reports to
it as may be required at any time; and (v) perform all other duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him by the Chairman of the Board, the President or the Board of
Directors. Assistant Treasurers, if any, shall have the same powers and duties,
subject to supervision by the treasurer.
Section 8. Surety Bonds.
The Board of Directors may require any officer or agent of the Corporation
to execute to the Corporation a bond in such sums and with such sureties as
shall be satisfactory to the Board, conditioned upon the faithful performance of
his duties and for the restoration Of the Corporation of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
ARTICLE V
STOCK
Section 1. Certificates of Shares.
Each holder of stock of the Corporation shall be entitled to a stock
certificate signed by the President (or Vice-President if one is appointed) and
also by the Secretary or an assistant Secretary of the Corporation. The
certificates of shares shall be in such a form not inconsistent with the
Articles of Incorporation, as shall be prepared or approved by the Board of
Directors. All certificates shall be consecutively numbered. Each certificate
shall state upon its face that the Corporation is organized
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under the laws of the state of Nevada; the name of the person to whom issued;
the number and class of shares and the designation of the series, if any, which
such certificate represents; par value of each share represented by the
certificate, or a statement that the shares are without par value. The name of
the person owing the shares represented thereby, with the number of such shares
and the date of issue, shall be entered on the Corporation's books, and no
certificate shall be valid unless it be signed by the proper officers as set
forth above. The seal of the Corporation, or a facsimile thereof, may be affixed
to the stock certificates. The signatures of officers as above described on any
such certificate may be facsimiles of the certificate is countersigned by a
transfer agent or registered by a registrar both of which may be the
Corporation-itself or an employee of the Corporation.
Section 2. New Certificates:
All certificates surrendered to the Corporation shall be canceled and no
new certificates shall be issued, except to evidence transfer of stock from the
unissued stock or treasury of the Corporation, or in case of a lost certificate,
except upon posting of a bond of indemnity in such form and with such surety or
sureties and for such amount as shall be satisfactory to the Directors and upon
producing by affidavit or otherwise such evidence of loss or destruction as the
Board may require, until the former certificates for the same number of shares
have been surrendered and canceled.
Section 3. Transfer of Shares.
Shares in the capital stock of the Corporation shall be transferred only
on the books of the Corporation by the holder thereof in person, or by the
holder's attorney, upon surrender and cancellation of certificates for a like
number of shares. The delivery of a certificate of stack of this Corporation to
a bona fide purchaser or pledgee for value, together with a written transfer of
the same or a written power of attorney to sell, assign and transfer the same,
signed by the owner of the Certificate, shall be sufficient delivery to transfer
title against persons except the Corporation. No transfer of stock shall be
valid against the Corporation until it has been registered upon the books of the
Corporation.
Section 4. Closing of Transfer Books or Provisions for Record Date:
For purposes of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of dividends, the stock transfer books may be closed by the
Board of Directors for a period not exceeding 60 days prior to such action. In
lieu of closing the stock transfer book, the Board of Directors may fax in
advance a day not less than 10 nor more than 60 days prior to the holding if any
such meeting of shareholders, or payment of dividends, as the day as of which
shareholders entitled to notice of and vote at such meetings, or to payment of
dividends, as the case may be, shall be determined.
Section 5. Regulations:
The Board of Directors shall have the power and authority to take all
action they deem expedient concerning the issue, transfer and registration of
certificates for shares of capital stock of the Corporation. The Board of
Directors may appoint a transfer agent and a registrar and may require all stock
certificates to bear the signature of such registrar.
Section 6. Restriction on Stock:
The Board or Directors may restrict any stock issued by giving the
Corporation of any shareholder "first right of refusal to purchase" the stock,
by making the stock redeemable or by restricting the transfer of the stock,
under such terms and in such manner as the Directors deem necessary and as are
not inconsistent with the Articles of Incorporation or the Nevada Corporation
Code. Any stock so restricted must carry a stamped legend setting out the
restriction or conspicuously noting the restriction and stating where it may be
found in the records of the Corporation.
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ARTICLE VI
DIVIDENDS AND FINANCES
Section 1. Dividends:
Dividends may be declared by the Directors and paid out of any funds
legally available therefor under the Nevada Corporation Code, as may be deemed
advisable for time to time by the Board of Directors of the Corporation. Before
declaring any dividends, the Board of Directors may set aside out of net profits
as a reserve fund to meet contingencies or for other purposes deemed proper and
to the best interests of the Corporation.
Section 2. Monies:
The monies, securities and other valuable effects of the Corporation shall
be deposited in the name of the Corporation shall be deposited in the name of
the Corporation in such banks or trust companies as the Board of Directors shall
be designate and shall be drawn out or removed only as may be authorized by the
Board of Directors form time to time.
Section 3. Fiscal Year
Unless and until the Board of Directors by resolution shall determine
otherwise, the fiscal year of the Corporation shall begin on the first day of
July and end on the last day of June each year.
ARTICLE VII
SEAL
The Board of Directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words "SEAL, NEVADA," and shall be entrusted in the care of
the Secretary of such other officer of the Corporation as the Board of Directors
shall designate.
ARTICLE VIII
NOTICES
Section 1. Requirements:
Whenever a notice shall be required by the laws of Nevada or by these
Bylaws, such notice may be given in writing by depositing the same in the United
States mails in a postpaid, seal envelope addressed to the person for whom such
notice is intended to his or her home or other address, as the same shall appear
on the stock transfer books of the Corporation. A waiver of any notice in
writing, signed by a stockholder, director or officer, whether before, at or
after the time stated in such waiver for holding a meeting, shall be deemed the
equivalent of duly giving such notice.
Section 2. Waiver
By attending a meeting, a shareholder; (a) waives objection to lack of
notice or defective notice of such meeting unless the shareholder at the
beginning of the meeting, objects to the holding of the meeting or the
transacting of business at the meeting; (b) waives objection to consideration at
such meeting of a particular matter not within the purpose or purposes described
in the meeting notice unless the shareholder objects to considering the matter
when it is presented.
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By attending or participating in a regular or special meeting, a director
waives any required notice of such meeting unless the director, at the beginning
of the meeting, objects to the holding of the meeting or the transacting of
business at the meeting.
Section 3. Ratification:
The ratification or approval in writing of the minutes of any meeting of
shareholders, directors or officers shall have the same force and effect as if
the ratifying party were present in person and participated is said meeting.
ARTICLE IX
AMENDMENTS
Subject to repeal or change by action of the shareholders, or unless the
shareholders in amending or repealing a particular Bylaw expressly provide that
the Board or Directors may not amend or repeal such Bylaw, these Bylaws may be
altered, amended or repealed by resolution of a majority of the Board.
ARTICLE X
INDEMNIFICATION
Section 1. Definitions:
For the purpose of this Article X, the following terms shall have the
meanings set forth below:
(a) "Corporation" includes the Corporation and any domestic or
foreign predecessor entity of the Corporation in a merger, consolidation or
other transaction in which the predecessor's existence ceased upon consummation
of the transaction.
(b) "Director" means an individual who is or was a Director of the
Corporation and an individual who, while a director of the Corporation, is or
was servings at the Corporation's request as a Director, Officer, partner,
Trustee, Employee, or Agent of any other foreign or domestic corporation or of
any partnership, joint venture, trust, other enterprise or employee benefit
plan. A Director shall be considered to be serving an employee benefit plan at
the Corporation's request if his duties to the Corporation also impose duties on
or otherwise involve services by him to the plan or to participants in or
beneficiaries of the plan.
(c) "Expenses" include attorney fees.
(d) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expense incurred with respect to a proceeding.
(e) "Official capacity", when used with respect to a director, means
the office of Director of the Corporation, and, when used with respect to an
individual other than a Director, means the office of the Corporation held by
the Officer or the employment or agency relationship undertaken by the employee
or agent on behalf of the Corporation. "Official capacity" does not include
service for any other foreign or domestic corporation or for any partnership,
joint venture, trust other enterprise or employee benefit plan.
(f) "Party" includes an individual who was, is, or is threatened to
be made a named defendant in a proceeding.
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(g) "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or formal.
Section 2. Permissive Indemnification:
(a) Except as provided is paragraph (d) of this Section 2,
the Corporation may indemnify against liability incurred in any proceeding an
individual made a party to the proceeding because he is or was a director if:
(i) he conducted himself in good faith; (ii) he reasonable believed: (A) in the
case of conduct in his official capacity with the Corporation, that his conduct
was in the Corporation's best interests; or (B) in all other cases, that his
conduct was at least not opposed to the Corporation's best interests; and (iii)
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan
for a purpose he reasonably believed to be in the interest of the participants
in or beneficiaries of the plan is conduct that satisfies the requirements of
subparagraph (B) of subparagraph (ii) of paragraph (a) of this Section 2. A
Director' s conduct with respect to any employee benefit plan for a purpose that
did not reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the requirements of
subparagraph (i) of paragraph (a) of this Section 2.
(c) The termination of any proceeding by judgment, order, settlement
or conviction, or upon a plea of nolo contendere or its equivalent, is not of
itself determinative that the individual did not meet the standard of conduct
set forth in paragraph (a) of this Section 2.
(d) The Corporation many not indemnify a director under this Section
2 either: (i) in connection with a proceeding by or in the right of the
Corporation in which the Director was adjudged liable to the Corporation; or
(ii) in connection with any proceeding charging improper personal benefit to the
Director, whether or not involving action in his official capacity, in which he
was adjudged liable on the basis that personal benefit was improperly received
by him.
(e) Indemnification permitted under this Section 2 in connection
with a proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with this proceeding.
Section 3. Mandatory Indemnification:
Unless limited by the Articles of Incorporation, the Corporation shall be
required to indemnify a person who is or was a Director of the Corporation and
who was wholly successful, on the merits or otherwise, in defense of any
proceeding to which he was a party against reasonable expenses incurred by him
in connection with the proceeding.
Section 4. Court-Ordered Indemnification:
Unless limited by the Articles of Incorporation, a director who is or was
party to a proceeding may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice the court considers necessary,
may order indemnification in the following manner:
(a) If it is determined the Director is entitled to mandatory
indemnification under Section 3, the court shall order indemnification, in which
case the court shall also order the Corporation to pay the Director's reasonable
expenses incurred to obtain court-ordered indemnification.
(b) If it determines that the Director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not the Director met the standard of conduct set forth in paragraph (a) of
Section 2 or was adjudged liable in the circumstances described in
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paragraph (d) of Section 2, the court may order such indemnification as the
court deems proper; except that the indemnification with respect to any
proceeding in which liability Shall have been judged in the circumstances
described in paragraph (d) of Section 2 is limited to reasonable expenses
incurred.
Section 5. Determination:
(a) The Corporation may not indemnify a Director under Section 2
unless authorized in the specific case after a determination has been made that
indemnification of the Director is permissible in the circumstances because he
has met the standard of conduct set forth in paragraph (a) of Section 2.
(b) The determination required to be made by paragraph (a) of this
Section 5 shall be made: (i) by the Board of Directors by a majority vote of a
quorum, which quorum shall consist of Directors not parties to the proceeding;
or (ii) if a quorum cannot be obtained, by a majority vote of a committee of the
Board designated by the Board, which committee shall consist of two or more
directors not parties to the proceeding; except that directors who are parties
to the proceeding may participate in the designation of Directors for the
committee.
(C) If the quorum cannot be obtained or the committee cannot be
established under paragraph (b) of this Section 5, or even if a quorum is
obtained or a committee designated if such quorum or committee so directs, the
determination required to be made by paragraph (a) or this Section 5 shall be
made; (i) by independent legal counsel selected by a vote of the Board of
Directors or the committee in the manner specified in subparagraph (i) or (ii)
of paragraph (b) of this Section 5, or, if a quorum of the full Board cannot be
obtained and a committee cannot be established, by independent legal counsel
selected by a majority vote of the full Board; or (ii) by the shareholders.
(d) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible; except that, if the determination that
indemnification is permissible is made by independent legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by the body that selected said counsel.
Section 6. Payment in Advance.
(a) The Corporation may pay for or reimburse the reasonable expenses
incurred by a Director who is a party to the proceeding in advance of the final
disposition of the proceeding if: (i) the director furnishes the Corporation
with a written affirmation of his good-faith belief that he has met the standard
of conduct described in subparagraph (i) of paragraph (a) of Section 2; (ii) the
director furnishes the Corporation with a written undertaking, executed
personally or on behalf, to repay the advance if it is determined that he did
not meet such standard of conduct; (iii) a determination is made that the facts
then known to those making the determination would not preclude indemnification
under this Section 6.
(b) The undertaking required by subparagraph (ii) of paragraph (a)
of this Section 6 shall be an unlimited general obligation of the Director, but
need not be secured and may accepted without reference to financial ability to
make repayment.
Section 7. Indemnification of Officers, Employees, and Agents:
Unless limited by the Articles of Incorporation:
(a) An officer of the Corporation who is not a Director is entitled
to mandatory indemnification pursuant to Section 3 of this Article X and is
entitled to apply for court-ordered indemnification pursuant to Section 4 of
this Article X in each case to the same extent as a Director:
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(b) The Corporation may indemnify and advance expenses pursuant to
Section 6 of this Article X to an officer, employee or agent of the Corporation
who is not a Director to the same extent as a Director; and
(c) The Corporation may purchase and maintain insurance on behalf of
an individual who is or was a Director, Officer, employee, fiduciary or agent of
the Corporation and who, while a Director, Officer, employee, fiduciary or agent
of the Corporation, is or was serving at the request of the Corporation as a
Director Officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic corporation or of any partnership joint venture, trust,
other enterprises or employee benefit plan against any liability asserted
against or incurred by him in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this section.
Section 9. Notice to Shareholders:
Any indemnification of or advance of expenses to a director in accordance
with this Article X, if arising out of a proceeding by or on behalf of the
Corporation, shall be reported in writing to the shareholders with or before the
notice of the next shareholders' meeting.
CERTIFICATE
I do hereby certify that I am Secretary of DigiTEC 2000, Inc., and I do
hereby certify that the above and foregoing Bylaws were duly adopted as the
Bylaws of said Corporation by the Board of Directors on February 26, 1997.
/s/ Diego Roca
------------------------------
Diego Roca, Secretary
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