Exhibit 3(ii)
SECOND AMENDED BYLAWS
OF
PCS EDVENTURES!.COM, INC.
ARTICLE I
Offices
The principal office of the Corporation in the State of Idaho shall be
located in the City of Boise, County of Ada. The Corporation may have such
other offices as the Board of Directors may designate.
The registered office of the Corporation in the State of Idaho, as
required by the Idaho Business Corporation Act, may, but need not, be
identical with the principal office in the State of Idaho. The address of the
registered office may be changed from time to time by the Board of Directors.
ARTICLE II
Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held between June 15 and July 31 of each year for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or the
Corporation's Articles of Incorporation, may be called by the President or by
the Board of Directors. The President shall call a special meeting at the
request of the holders of not less than one-fifth (1/5) of all outstanding
shares of the Corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Idaho, as the place of meeting
for the annual meeting or for any special meeting. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any place,
either within or without the State of Idaho, as the place for the holding of
such meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation in the State of Idaho.
Section 4. Notice of Meeting. Written notice stating the place, day
and time of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called shall, unless otherwise prescribed by
statute, be delivered not less than 10 or more than 50 days before the date of
the meeting, either personally or by mail, by or at the direction of the
President or the Secretary or the officer or other persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at the shareholder's address
as it appears on the stock transfer books of the Corporation, or at such other
last known address of which the Corporation may have notice, with postage
thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or any adjournment thereof, or shareholders entitled
to receive payment of any dividend or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, 50 days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing
the stock transfer books, the Board of Directors may fix in advance a date as
the record date for any such determination of shareholders, such date in any
case to be not more than 50 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date of which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive a dividend, the date on
which notice of the meeting is mailed or the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof.
Section 6. Voting Record. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall have available a
complete record of the shareholders entitled to vote at each meeting of
shareholders, or any adjournment thereof. Such record shall be produced and
kept open at the meeting and shall be subject to the inspection of any
shareholder during the meeting.
Section 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy at a meeting,
shall constitute a quorum at a meeting of shareholders. The shareholders
present at a duly organized and convened meeting where a quorum has been
present can continue to do business as a quorum until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a quorum is present, action on any matter (other than election of
directors) is approved if the votes cast in favor of the action exceed votes
cast in opposition to the matter, unless the vote of the greater number of
voting by classes is required by these Bylaws or the Articles of
Incorporation.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by properly executed written proxy. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after 11 months from the date of its
execution unless otherwise provided in the proxy.
Section 9. Voting of Shares. Subject to the provisions of Section 12
of this Article II, each outstanding share entitled to vote shall be entitled
to one vote upon each matter submitted to a vote at a meeting of shareholders.
Section 10. Voting of Shares by Certain Holders. Shares standing in
the name of another Corporation may be voted by such officer, agent or proxy
as the Bylaws of such Corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such other corporation may determine.
Shares held by a personal representative, guardian or conservator may be
voted by such personal representative, guardian or conservator, either in
person or by proxy, without a transfer of such shares into the name of such
personal representative, guardian or conservator. Shares standing in the name
of a trustee may be voted by such trustee, either in person or by proxy, but
no trustee shall be entitled to vote shares held by such trustee without a
transfer of such shares into the trustee's name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into the receiver's name if authority so
to do be contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Neither treasury shares held by this Corporation nor shares held by
another corporation, if a majority of the voting shares of such other
corporation are held by this Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given
time for purposes of any meeting.
Section 11. Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
Section 12. Voting. Each outstanding share, regardless of class, shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders. The affirmative vote of the majority of shares represented at a
meeting at which a quorum is present shall be the act of the shareholders.
ARTICLE III
Board of Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors
of the Corporation shall not be less than one (1) nor more than nine (9),
which number may be increased from time to time by resolution of the Board of
Directors. Each director shall hold office until the next annual meeting of
shareholders and until the director's successor shall have been elected and
qualified. Directors need not be residents of the State of Idaho or
shareholders of the Corporation.
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. The
Board of Directors may provide, by resolution, the time and place, either
within or without the State of Idaho, for the holding of additional regular
meetings without other notice than such resolution. Any meetings of the Board
may be conducted by telephone conferencing, or any other telecommunication
means.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or by a majority
of the directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the
State of Idaho, as the place for holding any special meeting of the Board of
Directors called by them or such meeting may be held by conference telephone
call.
Section 5. Notice. Notice of any special meeting shall be given at
least three days prior thereto by written notice delivered personally or
mailed to each director at the director's business address or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director may waive notice
of any meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 8. Action Without a Meeting. Any action required or permitted
to be taken by the Board of Directors at a meeting may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all of the directors.
Section 9. Vacancies. Any vacancy occurring on the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of such director's
predecessor in office. Any additional director required by reason of an
increase in the number of directors may be elected by the Board of Directors,
such additional director to serve only until the next election of directors by
the shareholders.
Section 10. Compensation. By resolution of the Board of Directors,
each director may be paid expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the Board of Directors, or both. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 11. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless such director's dissent shall be entered in the minutes of the
meeting or unless the director shall file a written dissent to such action
with the person acting as the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV
Officers
Section 1. Number. The officers of the Corporation shall be a
President, one or more Vice-Presidents, as determined by the Board of
Directors, a Secretary and a Treasurer. The Board of Directors may elect or
appoint such other officers and assistant officers as it may deem necessary.
Any two or more offices may be held by the same person, except the offices of
President and Secretary. Officers need not be directors.
Section 2. Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at the meeting
held after each annual meeting of the shareholders. Each officer shall hold
office until such officer's successor shall have been elected and qualified or
until such officer's death, resignation or removal in the manner hereinafter
provided.
Section 3. Removal. Any officer or agent may be removed by the Board
of Directors 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 appointments
of an officer or agent shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. Duties. The duties and powers of the corporate officers, in
addition to those herein provided, may be fixed and determined by the Board of
Directors.
Section 6. President. The President shall be the principal executive
officer of the Corporation; the President shall preside over all meetings of
the stockholders and of the directors. The President shall sign as President
all certificates of stock and all contracts, deeds, conveyances and other
instruments necessary to the transaction of the business of the Corporation
that are authorized by the Board of Directors, provided the Board of
Directors, by resolution, may authorize some person other than the President
to execute instruments on behalf of the Corporation.
The President shall call special meetings of the Board of Directors when
the President may deem it necessary and must call a special meeting of the
directors upon the request of a majority of the members thereof; and the
President shall have, subject to the control of the Board of Directors,
general direction of the affairs of the Corporation and shall discharge such
other and further duties as may be required of the President by the Board of
Directors in the proper conduct of the business of the Corporation.
Section 7. Vice-Presidents. In the absence of the President, or in the
event of the President's inability or refusal to act, the Vice-Presidents, in
the order designated at the time of their election, shall perform the duties
of the President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.
Section 8. Secretary. It shall be the duty of the Secretary to cause a
record to be kept of the proceedings of the Board of Directors and of all
meetings of the shareholders; the Secretary shall be responsible for the
corporate seal and the book of blank certificates of stock and shall cause the
stock certificates to be issued and shall countersign the same and cause the
corresponding entries to be made on the margin of said stock book of such
issue; the Secretary shall affix the corporate seal and may countersign all
contracts, deeds, conveyances and all other instruments and obligations in
writing, of whatever kind or nature, authorized by the Board of Directors to
be entered into and executed by the Corporation; the Secretary shall cause to
be kept a proper transfer book and a stock ledger showing the number of shares
issued to and transferred by each shareholder and the date of such issuance
and transfer; the Secretary shall keep a register of the post office address
of each shareholder furnished to the Secretary by such shareholder; and the
Secretary shall further do and perform each and every duty pertaining to the
Secretary's office as required by law, the Bylaws of this Corporation or
resolution of the Board of Directors; and in case of the Secretary's absence,
inability or refusal to act, all the Secretary's duties shall be performed by
an Assistant Secretary or an acting Secretary to be appointed by the President
or by a Vice-President when performing the duties of the President.
Section 9. Treasurer. The Treasurer shall have charge of and be
responsible for all funds and securities of the Corporation, receive and give
receipts for monies due and payable to the Corporation from any source
whatsoever and deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaws and, in general,
perform all of the duties incident to the office of Treasurer. If required by
the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of the Treasurer's duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
Section 10. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may sign,
with the President certificates for shares of the Corporation, the issuance of
which shall have been authorized by a resolution of the Board of Directors.
The Assistant Treasurers shall, respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
Section 11 Salaries. The salaries of the officers shall be fixed by
the Board of Directors, and no officer shall be prevented from receiving such
salary by reason of the fact that such officer is also a director of the
Corporation.
ARTICLE V
Indemnification Against Liability
To the fullest extent permitted by law, this Corporation shall indemnify
any person and to advance expenses incurred or to be incurred by such person
in defending a civil, criminal, administrative or investigative action, suit
or proceeding threatened or commenced by reason of the fact said person is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise. Any such indemnification or advancement of expenses shall not be
deemed exclusive of any other rights to which such person may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office. Any indemnification or
advancement of expenses so granted or paid by the Corporation shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representative of such a person.
No director shall be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty except: For any breach of the
director's duty of loyalty to the Corporation or its shareholders; for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; for liability imposed for failure to comply with the
applicable legal standard of conduct for a director in any of the
circumstances described in Section 30-1-48, Idaho Code; or for any transaction
from which the director derives an improper personal benefit.
ARTICLE VI
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation, and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VII
Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the Board
of Directors. Such certificates shall be signed by the President and by the
Secretary or an Assistant Secretary and sealed with the corporate seal or a
facsimile thereof. The signatures of such officers upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar other than the Corporation itself or one of its employees.
Each certificate for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled, and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a
lost, destroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the
holder of record thereof or by the holder's legal representative or duly
authorized attorney in fact, who shall furnish proper evidence of authority to
transfer, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
ARTICLE VIII
Dividends
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends in cash, property or its own shares, except
when the Corporation is insolvent or when the payment thereof would render the
Corporation insolvent, subject to the following provisions:
(a) Dividends may be declared and paid in cash or property only out of
the unreserved and unrestricted earned surplus of the Corporation, except as
otherwise provided in this section.
(b) Dividends may be declared and paid in treasury shares.
(c) Dividends may be declared and paid in authorized but unissued
shares out of any unreserved and unrestricted surplus of the Corporation only
as provided by law.
ARTICLE IX
Corporate Seal
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation and the words "Corporate Seal."
ARTICLE X
Waiver of Notice
Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these Bylaws or under the
provisions of the Idaho Business Corporation Act, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XI
Amendments
The Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors or by the shareholders at any regular or
special meeting.
I, the undersigned, a member of the Board of Directors of PCS
EDVENTURES!.COM, INC., and the Secretary of the Corporation, hereby certify
the above and foregoing Amended Bylaws as the Amended Bylaws of the
Corporation, duly adopted and amended by the Board of Directors on or about
April 28, 2004.
DATED at Boise, Idaho, this 21st day of August 2006.
/s/Donald J. Farley
___________________________________
Donald J. Farley, Secretary