Exhibit 3.3
BYLAWS
OF
PARK HILL CAPITAL III CORP.
(a Nevada Corporation)
_____________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder
of stock in the corporation shall be entitled to have a certificate signed
by, or in the name of, the corporation by the Chairman or Vice-
Chairman of the Board of Directors, if any, or by the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the corporation or by agents
designated by the Board of Directors, certifying the number of shares
owned by him in the corporation and setting forth any additional
statements that may be required by the General Corporation Law of the
State of Nevada (General Corporation Law). If any such certificate is
countersigned or otherwise authenticated by a transfer agent or transfer
clerk, and by a registrar, a facsimile of the signature of the officers, the
transfer agent or transfer clerk or the registrar of the corporation may be
printed or lithographed upon the certificate in lieu of the actual
signatures. If any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on any certificate
or certificates shall cease to be such officer or officers of the corporation
before such certificate or certificates shall have been delivered by the
corporation, the certificate or certificates may nevertheless be adopted by
the corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates, or whose facsimile
signature or signatures shall have been used thereon, had not ceased to be
such officer or officers of the corporation.
Whenever the corporation shall be authorized to issue more than
one class of stock or more than one series of any class of stock, the
certificates representing stock of any such class or series shall set forth
thereon the statements prescribed by the General Corporation Law. Any
restrictions on the transfer or registration of transfer of any shares of
stock of any class or series shall be noted conspicuously on the certificate
representing such shares.
The corporation may issue a new certificate of stock in place of
any certificate theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the Board of Directors may require the owner of any
lost, stolen, or destroyed certificate, or his legal representative, to give
the corporation a bond sufficient to indemnify the corporation against any
claim that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new
certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation is not
obliged to but may execute and deliver a certificate for or including a
fraction of a share. In lieu of executing and delivering a certificate for a
fraction of a share, the corporation may proceed in the manner
prescribed by the provisions of Section 78.205 of the General
Corporation Law.
3. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if
any, transfers or registration of transfers of shares of stock of the
corporation shall be made only on the stock ledger of the corporation by
the registered holder thereof, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and on
surrender of the certificate or certificates for such shares of stock
properly endorsed and the payment of all taxes, if any, due thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose
of determining the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or the allotment of
any rights, or entitled to exercise any rights in respect of any change,
conversion, or exchange of stock or for the purpose of any other lawful
action, the directors may fix, in advance, a record date, which shall not
be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If no record
date is fixed, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or,
if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; the record date for determining
stockholders entitled to express consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is
expressed; and the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto. A determination of
the stockholders of record entitled to notice of or to vote at any meeting
of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.
5. MEANING OF CERTAIN TERMS. As used in these Bylaws
in respect of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or dissent in writing
in lieu of a meeting, as the case may be, the term "share" or "shares" or
"share of stock" or "shares of stock" or "stockholder" or "stockholders"
refers to an outstanding share or shares of stock and to a holder or
holders of record of outstanding shares of stock when the corporation is
authorized to issue only one class of shares of stock, and said reference
is also intended to include any outstanding share or shares of stock and
any holder or holders of record of outstanding shares of stock of any
class upon which or upon whom the Articles of Incorporation confers
such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers
such rights notwithstanding that the articles of incorporation may provide
for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder; provided, however,
that no such right shall vest in the event of an increase or a decrease in
the authorized number of shares of stock of any class or series which is
otherwise denied voting rights under the provisions of the Articles of
Incorporation.
6. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at
the time fixed, from time to time, by the directors, provided, that the
first annual meeting shall be held on a date within thirteen months after
the organization of the corporation, and each successive annual meeting
shall be held on a date within thirteen months after the date of the
preceding annual meeting. A special meeting shall be held on the date
and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be
held at such place, within or without the State of Nevada, as the directors
may, from time to time, fix.
- CALL. Annual meetings and special meetings may be
called by the directors or by any officer instructed by the directors to call
the meeting.
- NOTICE OR WAIVER OF NOTICE. Notice of all
meetings shall be in writing and signed by the President or a Vice-
President, or the Secretary, or an Assistant Secretary, or by such other
person or persons as the directors must designate. The notice must state
the purpose or purposes for which the meeting is called and the time
when, and the place, where it is to be held. A copy of the notice must
be either delivered personally or mailed postage prepaid to each
stockholder not less than ten nor more than sixty days before the
meeting. If mailed, it must be directed to the stockholder at his address
as it appears upon the records of the corporation. Any stockholder may
waive notice of any meeting by a writing signed by him, or his duly
authorized attorney, either before or after the meeting; and whenever
notice of any kind is required to be given under the provisions of the
General Corporation Law, a waiver thereof in writing and duly signed
whether before or after the time stated therein, shall be deemed
equivalent thereto.
- CONDUCT OF MEETING. Meetings of the
stockholders shall be presided over by one of the following officers in the
order of seniority and if present and acting - the Chairman of the Board,
if any, the Vice-Chairman of the Board, if any, the President, a Vice-
President, or, if none of the foregoing is in office and present and acting,
by a chairman to be chosen by the stockholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary
of the meeting.
- PROXY REPRESENTATION. At any meeting of
stockholders, any stockholder may designate another person or persons to
act for him by proxy in any manner described in, or otherwise authorized
by, the provisions of Section 78.355 of the General Corporation Law.
- INSPECTORS. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of election to
act at the meeting or any adjournment thereof. If an inspector or
inspectors are not appointed, the person presiding at the meeting may,
but need not, appoint one or more inspectors. In case any person who
may be appointed as an inspector fails to appear or act, the vacancy may
be filled by appointment made by the directors in advance of the meeting
or at the meeting by the person presiding thereat. Each inspector, if any,
before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors,
if any, shall determine the number of shares of stock outstanding and the
voting power of each, the shares of stock represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting, the
inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- QUORUM. Stockholders holding at least a majority of
the voting power are necessary to constitute a quorum at a meeting of
stockholders for the transaction of business unless the action to be taken
at the meeting shall require a greater proportion. The stockholders
present may adjourn the meeting despite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote. In the election of directors, a plurality of the votes
cast shall elect. Any other action is approved if the number of votes cast
in favor of the action exceeds the number of votes cast in opposition to
the action, except where the General Corporation Law, the Articles of
Incorporation, or these Bylaws prescribe a different percentage of votes
and/or a different exercise of voting power. In the election of directors,
voting need not be by ballot; and, except as otherwise may be provided
by the General Corporation Law, voting by ballot shall not be required
for any other action.
Stockholders may participate in a meeting of stockholders by
means of a conference telephone or similar method of communication by
which all persons participating in the meeting can hear each other.
7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except
as may otherwise be provided by the General Corporation Law, any
action required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if a written consent thereto is signed by
stockholders holding at least a majority of the voting power; provided
that if a different proportion of voting power is required for such an
action at a meeting, then that proportion of written consents is required.
In no instance where action is authorized by written consent need a
meeting of stockholders be called or noticed.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed by the Board of Directors of the
corporation. The Board of Directors shall have authority to fix the
compensation of the members thereof for services in any capacity. The
use of the phrase "whole Board" herein refers to the total number of
directors which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director must be
at least 18 years of age. A director need not be a stockholder or a
resident of the State of Nevada. The initial Board of Directors shall
consist of two persons. Thereafter the number of directors constituting
the whole board shall be at least one. Subject to the foregoing limitation
and except for the first Board of Directors, such number may be fixed
from time to time by action of the stockholders or of the directors, or, if
the number is not fixed, the number shall be two. The number of
directors may be increased or decreased by action of the stockholders or
of the directors.
3. ELECTION AND TERM. Directors may be elected in the
manner prescribed by the provisions of Sections 78.320 through 78.335
of the General Corporation Law of Nevada. The first Board of Directors
shall hold office until the first election of directors by stockholders and
until their successors are elected and qualified or until their earlier
resignation or removal. Any director may resign at any time upon
written notice to the corporation. Thereafter, directors who are elected
at an election of directors by stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. In the interim between elections of directors by stockholders,
newly created directorships and any vacancies in the Board of Directors,
including any vacancies resulting from the removal of directors for cause
or without cause by the stockholders and not filled by said stockholders,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or
without the State of Nevada as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairman of the Board, if any, the
Vice-Chairman of the Board, if any, or the President, or by a majority of
directors in office.
- NOTICE OR ACTUAL CONSTRUCTIVE WAIVER. No
notice shall be required for regular meetings for which the time and place
have been fixed. Written, oral, or any other mode of notice of the time
and place shall be given for special meetings in sufficient time for the
convenient assembly of the directors thereat. Notice if any need not be
given to a director or to any member of a committee of directors who
submits a written waiver of notice signed by him before or after the time
stated therein.
- QUORUM AND ACTION. A majority of directors then in
office, at a meeting duly assembled, shall constitute a quorum. A
majority of the directors present, whether or not a quorum is present,
may adjourn a meeting to another time and place. Except as the Articles
of Incorporation or these Bylaws may otherwise provide, and except as
otherwise provided by the General Corporation Law, the act of the
directors holding a majority of the voting power of the directors, present
at a meeting at which quorum is present, is the act of the Board. The
quorum and voting provisions herein stated shall not be construed as
conflicting with any provisions of the General Corporation Law and these
Bylaws which govern a meeting of directors held to fill vacancies and
newly created directorships in the Board or action of disinterested
directors.
Members of the Board or of any committee which may be
designated by the Board may participate in a meeting of the Board or of
any such committee, as the case may be, by means of a telephone
conference or similar method of communication by which all persons
participating in the meeting hear each other. Participation in a meeting
by said means constitutes presence in person at the meeting.
- CHAIRMAN OF THE MEETING. The Chairman of the Board,
if any and if present and acting, shall preside at all meetings. Otherwise,
the Vice-Chairman of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the
Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause in accordance with the
provisions of the General Corporation Law.
6. COMMITTEES. Whenever its number consists of two or
more, the Board of Directors may designate one or more committees
which have such powers and duties as the Board shall determine. Any
such committee, to the extent provided in the resolution or resolutions of
the Board, shall have and may exercise the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation and may authorize the seal or stamp of the corporation to be
affixed to all papers on which the corporation desires to place a seal or
stamp. Each committee must include at least one director. The Board of
Directors may appoint natural persons who are not directors to serve on
committees.
7. WRITTEN ACTION. Any action required or permitted to be
taken at a meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if, before or after the action, a written
consent thereto is signed by all members of the Board or of the
committee, as the case may be.
ARTICLE III
1. OFFICERS. The corporation must have a President, a
Secretary, and a Treasurer, and, if deemed necessary, expedient, or
desirable by the Board of Directors, a Chairman of the Board, a Vice-
Chairman of the Board, an Executive Vice-President, one or more other
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers and agents with such titles as the
resolution choosing them shall designate. Each of any such officers must
be natural persons and must be chosen by the Board of Directors or
chosen in the manner determined by the Board of Directors.
2. QUALIFICATIONS. Except as may otherwise be provided in
the resolution choosing him, no officer other than the Chairman of the
Board, if any, and the Vice-Chairman of the Board, if any, need be a
director.
Any person may hold two or more offices, as the directors may
determine.
3. TERM OF OFFICE. Unless otherwise provided in the
resolution choosing him, each officer shall be chosen for a term which
shall continue until the meeting of the Board of Directors following the
next annual meeting of stockholders and until his successor shall have
been chosen or until his resignation or removal before the expiration of
his term.
Any officer may be removed, with or without cause, by the
Board of Directors or in the manner determined by the Board.
Any vacancy in any office may be filled by the Board of
Directors or in the manner determined by the Board.
4. DUTIES AND AUTHORITY. All officers of the corporation shall
have such authority and perform such duties in the management and
operation of the corporation as shall be prescribed in the resolution
designating and choosing such officers and prescribing their authority and
duties, and shall have such additional authority and duties as are incident
to their office except to the extent that such resolutions or instruments
may be inconsistent therewith.
ARTICLE IV
REGISTERED OFFICE
The location of the initial registered office of the corporation in
the State of Nevada is the address of the initial resident agent of the
corporation, as set forth in the original Articles of Incorporation.
The corporation shall maintain at said registered office a copy,
certified by the Secretary of State of the State of Nevada, of its Articles
of Incorporation, and all amendments thereto, and a copy, certified by
the Secretary of the corporation, of these Bylaws, and all amendments
thereto. The corporation shall also keep at said registered office a stock
ledger or a duplicate stock ledger, revised annually, containing the
names, alphabetically arranged, of all persons who are stockholders of
the corporation, showing their places of residence, if known, and the
number of shares held by them respectively or a statement setting out the
name of the custodian of the stock ledger or duplicate stock ledger, and
the present and complete post office address, including the street and
number, if any, where such stock ledger or duplicate stock ledger is
kept.
ARTICLE V
CORPORATE SEAL OR STAMP
The corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to amend, alter, and repeal these Bylaws and to make
new Bylaws shall be vested in the Board of Directors subject to the
Bylaws, if any, adopted by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and
correct copy of the Bylaws of Park Hill Capital III Corp., a Nevada
corporation, as in effect on the date hereof.
WITNESS my hand and the seal or stamp of the corporation.
Dated: May 28, 1999
By: /s/________________________
Frank L. Kramer
Secretary of Park Hill Capital III Corp.
(SEAL)
City of Denver
County of Denver
May 28, 1999