EXHIBIT 3.3
AMENDED AND RESTATED BYLAWS
OF
MEDINA COFFEE, INC.
TABLE OF CONTENTS
ARTICLE I......................................................................1
OFFICES.....................................................................1
Section 1.1 Registered Office.........................................1
Section 1.2 Other Offices.............................................1
ARTICLE II.....................................................................1
SHAREHOLDERS................................................................1
Section 2.1 Place of Meetings.........................................1
Section 2.2 Annual Meeting............................................1
Section 2.3 List of Shareholders......................................1
Section 2.4 Special Meetings..........................................1
Section 2.5 Notice....................................................2
Section 2.6 Quorum....................................................2
Section 2.7 Voting....................................................2
Section 2.8 Method of Voting..........................................2
Section 2.9 Record Date; Closing Transfer Books.......................3
Section 2.10 Action by Consent.........................................3
ARTICLE III....................................................................3
BOARD OF DIRECTORS..........................................................3
Section 3.1 Management................................................3
Section 3.2 Qualification; Election; Term.............................3
Section 3.3 Number....................................................3
Section 3.4 Removal...................................................4
Section 3.5 Vacancies.................................................4
Section 3.6 Place of Meetings.........................................4
Section 3.7 Annual Meeting............................................4
Section 3.8 Regular Meetings..........................................4
Section 3.9 Special Meetings..........................................4
Section 3.10 Quorum....................................................4
Section 3.11 Interested Directors......................................4
Section 3.12 Committees................................................5
Section 3.13 Action by Consent.........................................5
Section 3.14 Compensation of Directors.................................5
ARTICLE IV.....................................................................5
NOTICE......................................................................5
Section 4.1 Form of Notice............................................5
Section 4.2 Waiver....................................................5
ARTICLE V......................................................................6
OFFICERS AND AGENTS.........................................................6
Section 5.1 In General................................................6
Section 5.2 Election..................................................6
Section 5.3 Other Officers and Agents.................................6
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Section 5.4 Compensation..............................................6
Section 5.5 Term of Office and Removal................................6
Section 5.6 Employment and Other Contracts............................6
Section 5.7 Chairman of the Board of Directors........................6
Section 5.8 President.................................................6
Section 5.9 Vice Presidents...........................................7
Section 5.10 Secretary.................................................7
Section 5.11 Assistant Secretaries.....................................7
Section 5.12 Treasurer.................................................7
Section 5.13 Assistant Treasurers......................................7
Section 5.14 Bonding...................................................7
ARTICLE VI.....................................................................8
CERTIFICATES REPRESENTING SHARES............................................8
Section 6.1 Form of Certificates......................................8
Section 6.2 Lost Certificates.........................................8
Section 6.3 Transfer of Shares........................................8
Section 6.4 Registered Shareholders...................................8
ARTICLE VII....................................................................9
GENERAL PROVISIONS..........................................................9
Section 7.1 Dividends.................................................9
Section 7.2 Reserves..................................................9
Section 7.3 Telephone and Similar Meetings............................9
Section 7.4 Books and Records.........................................9
Section 7.5 Fiscal Year...............................................9
Section 7.6 Seal......................................................9
Section 7.7 Indemnification..........................................10
Section 7.8 Insurance................................................10
Section 7.9 Resignation..............................................10
Section 7.10 Amendment of Bylaws......................................10
Section 7.11 Invalid Provisions.......................................10
Section 7.12 Relation to Articles of Incorporation....................10
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AMENDED AND RESTATED BYLAWS
OF
MEDINA COFFEE, INC.
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office and registered
agent of Medina Coffee, Inc. (the "Corporation") will be as from time to time
set forth in the Corporation's Articles of Incorporation or in any certificate
filed with the Secretary of State of the State of Nevada to amend such
information.
Section 1.2 Other Offices. 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.
ARTICLE II
SHAREHOLDERS
Section 2.1 Place of Meetings. All meetings of the shareholders for the
election of Directors will be held at such place, within or without the State of
Nevada or the United States of America, as may be fixed from time to time by the
Board of Directors. Meetings of shareholders for any other purpose may be held
at such time and place, within or without the State of Nevada or the United
States of America, as may be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2.2 Annual Meeting. An annual meeting of the shareholders will
be held at such time as may be determined by the Board of Directors, at which
meeting the shareholders will elect a Board of Directors and transact such other
business as may properly be brought before the meeting.
Section 2.3 List of Shareholders. At least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of voting shares registered in the name of each, will be prepared by the officer
or agent having charge of the stock transfer books. Such list will be kept on
file at the registered office of the Corporation for a period of ten (10) days
prior to such meeting and will be subject to inspection by any shareholder at
any time during usual business hours. Such list will be produced and kept open
at the time and place of the meeting during the whole time thereof, and will be
subject to the inspection of any shareholder who may be present.
Section 2.4 Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by law, the Articles of
Incorporation or these Bylaws, may be called by the President or the Board of
Directors, or will be called by the President or Secretary at the request in
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writing of the holders of not less than thirty percent (30%) of all the shares
issued, outstanding and entitled to vote. Such request will state the purpose or
purposes of the proposed meeting. Business transacted at all special meetings
will be confined to the purposes stated in the notice of the meeting unless all
shareholders entitled to vote are present and consent.
Section 2.5 Notice. Written or printed notice stating the place, day
and hour of any meeting of the shareholders and, in case of a special meeting,
the purpose or purposes for which the meeting is called, will be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the officer or person calling the meeting, to each shareholder of
record entitled to vote at the meeting. If mailed, such notice will be deemed to
be delivered 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 thereon prepaid.
Section 2.6 Quorum. With respect to any matter, the presence in person
or by proxy of the holders of thirty-three percent (33%) of the shares entitled
to vote on that matter will be necessary and sufficient to constitute a quorum
for the transaction of business except as otherwise provided by law, the
Articles of Incorporation or these Bylaws. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, will have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting will be given to each shareholder of record entitled to vote at the
meeting. At such adjourned meeting at which a quorum is present or represented,
any business may be transacted that might have been transacted at the meeting as
originally notified.
Section 2.7 Voting. When a quorum is present at any meeting of the
Corporation's shareholders, the vote of the holders of a majority of the shares
entitled to vote that are actually voted on any question brought before the
meeting will be sufficient to decide such question; provided that if the
question is one upon which, by express provision of law, the Articles of
Incorporation or these Bylaws, a different vote is required, such express
provision shall govern and control the decision of such question.
Section 2.8 Method of Voting. Each outstanding share of the
Corporation's capital stock, regardless of class or series, will be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or series are
limited or denied by the Articles of Incorporation, as amended from time to
time. At any meeting of the shareholders, every shareholder having the right to
vote will be entitled to vote in person or by proxy executed in writing by such
shareholder and bearing a date not more than six (6) months prior to such
meeting, unless it is coupled with an interest, or unless such instrument
provides for a longer period, which may not exceed 7 years from the date of its
creation. A telegram, telex, cablegram or similar transmission by the
shareholder, or a photographic, photostatic, facsimile or similar reproduction
of a writing executed by the shareholder, shall be treated as an execution in
writing for purposes of the preceding sentence. Subject to these restrictions
every properly created proxy is not revoked and shall continue in full force and
effect until another instrument or transmission revoking it or a properly
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created proxy bearing a later date is filed with or transmitted to the Secretary
of the Corporation. Such proxy will be filed with the Secretary of the
Corporation prior to or at the time of the meeting. Voting for Directors will be
in accordance with Article III of these Bylaws. Voting on any question or in any
election may be by voice vote or show of hands unless the presiding officer
orders or any shareholder demands that voting be by written ballot.
Section 2.9 Record Date; Closing Transfer Books. The Board of Directors
may fix in advance a record date for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such record date
to be not less than ten (10) nor more than sixty (60) days prior to such
meeting, or the Board of Directors may close the stock transfer books for such
purpose for a period of not less than ten (10) nor more than sixty (60) days
prior to such meeting. In the absence of any action by the Board of Directors,
the date upon which the notice of the meeting is mailed will be the record date.
Section 2.10 Action by Consent. Except as prohibited by law, any action
required or permitted by law, the Articles of Incorporation or these Bylaws to
be taken at a meeting of the shareholders of the Corporation may be taken
without a meeting if a consent or consents in writing, setting forth the action
so taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and will be delivered to the Corporation by delivery to its registered office in
Nevada, its principal place of business or an officer or agent of the
Corporation having custody of the minute book.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 Management. The business and affairs of the Corporation
will be managed by or under the direction of the Board of Directors, who may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law, the Articles of Incorporation or these Bylaws directed
or required to be exercised or done by the shareholders.
Section 3.2 Qualification; Election; Term. Each Director must be a
natural person at least 18 years of age. None of the Directors need be a
shareholder of the Corporation or a resident of the State of Nevada. The
Directors will be elected by plurality vote at the annual meeting of the
shareholders, except as hereinafter provided, and each Director elected will
hold office until whichever of the following occurs first: his successor is
elected and qualified, his resignation, his removal from office by the
shareholders or his death.
Section 3.3 Number. The authorized number of Directors of the
Corporation shall be not less than one (1) nor more than eight (8).
Section 3.4 Removal. Any Director may be removed either for or without
cause at any special meeting of shareholders by the affirmative vote of the
shareholders representing not less than two-thirds of the voting power of the
issued and outstanding stock entitled to voting power; provided, that notice of
intention to act upon such matter has been given in the notice calling such
meeting.
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Section 3.5 Vacancies. All vacancies in the Board of Directors,
including those caused by an increase in the number of Directors, may be filled
by a majority of the remaining Directors, though less than a quorum, unless
provided for in the Articles of Incorporation. A Director elected to fill a
vacancy will be elected for the unexpired term of his predecessor in office.
Section 3.6 Place of Meetings. Meetings of the Board of Directors,
regular or special, may be held at such place within or without the State of
Nevada or the United States of America as may be fixed from time to time by the
Board of Directors.
Section 3.7 Annual Meeting. The first meeting of each newly elected
Board of Directors will be held without further notice immediately following the
annual meeting of shareholders and at the same place, unless by unanimous
consent, the Directors then elected and serving shall change such time or place.
Section 3.8 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place as is from time to
time determined by resolution of the Board of Directors.
Section 3.9 Special Meetings. Special meetings of the Board of
Directors may be called by the President on oral or written notice to each
Director, given either personally, by telephone, by telegram or by mail; special
meetings will be called by the President or the Secretary in like manner and on
like notice on the written request of at least two (2) Directors. Except as may
be otherwise expressly provided by law, the Articles of Incorporation or these
Bylaws, neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in a notice or waiver of notice.
Section 3.10 Quorum. At all meetings of the Board of Directors the
presence of a majority of the number of Directors then in office will be
necessary and sufficient to constitute a quorum for the transaction of business,
and the affirmative vote of at least a majority of the Directors present at any
meeting at which there is a quorum will be the act of the Board of Directors,
except as may be otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws. If a quorum is not present at any meeting of the
Board of Directors, the Directors present thereat may adjourn the meeting from
time to time without notice other than announcement at the meeting, until a
quorum is present.
Section 3.11 Interested Directors. No contract or transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of the Corporation's Directors or officers are
Directors or officers or have a financial interest, will be void or voidable
solely for this reason, solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof that
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (i) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested Directors, even though the disinterested Directors
be less than a quorum, (ii) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
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shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a committee thereof
or the shareholders. Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction.
Section 3.12 Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate committees,
each committee to consist of one (1) or more Directors of the Corporation, which
committees will have such power and authority and will perform such functions as
may be provided in such resolution. Such committee or committees will have such
name or names as may be designated by the Board of Directors and will keep
regular minutes of their proceedings and report the same to the Board of
Directors when required.
Section 3.13 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee of the Board of
Directors may be taken without such a meeting if a consent or consents in
writing, setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.
Section 3.14 Compensation of Directors. Directors will receive such
compensation for their services and reimbursement for their expenses as the
Board of Directors, by resolution, may establish; provided that nothing herein
contained will be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
NOTICE
Section 4.1 Form of Notice. Whenever by law, the Articles of
Incorporation or these Bylaws, notice is to be given to any Director or
shareholder, and no provision is made as to how such notice is to be given, such
notice may be given: (i) in writing, by mail, postage prepaid, addressed to such
Director or shareholder at such address as appears on the books of the
Corporation or (ii) in any other method permitted by law. Any notice required or
permitted to be given by mail will be deemed to be given at the time the same is
deposited in the United States mail.
Section 4.2 Waiver. Whenever any notice is required to be given to any
shareholder or Director of the Corporation as required by law, the Articles of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated in
such notice, will be equivalent to the giving of such notice. Attendance of a
shareholder or Director at a meeting will constitute a waiver of notice of such
meeting, except where such shareholder or Director attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting has not been lawfully called or
convened.
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ARTICLE V
OFFICERS AND AGENTS
Section 5.1 In General. The officers of the Corporation will be elected
by the Board of Directors and will be a President, Secretary and Treasurer. The
Board of Directors may also elect a Chairman of the Board, Vice Chairman of the
Board, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers. Any two (2) or more offices may be held by the same
person.
Section 5.2 Election. The Board of Directors, at its first meeting
after each annual meeting of shareholders, will elect the officers, none of whom
need be a member of the Board of Directors.
Section 5.3 Other Officers and Agents. The Board of Directors may also
elect and appoint such other officers and agents as it deems necessary, who will
be elected and appointed for such terms and will exercise such powers and
perform such duties as may be determined from time to time by the Board of
Directors.
Section 5.4 Compensation. The compensation of all officers and agents
of the Corporation will be fixed by the Board of Directors or any committee of
the Board of Directors, if so authorized by the Board of Directors.
Section 5.5 Term of Office and Removal. Each officer of the Corporation
will hold office until his death, his resignation or removal from office, or the
election and qualification of his successor, whichever occurs first. Any officer
or agent elected or appointed by the Board of Directors may be removed at any
time, for or without cause, by the affirmative vote of a majority of the entire
Board of Directors, but such removal will not prejudice the contract rights, if
any, of the person so removed. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.
Section 5.6 Employment and Other Contracts. The Board of Directors may
authorize any officer or officers or agent or agents to enter into any contract
or execute and deliver any instrument in the name or on behalf of the
Corporation, and such authority may be general or confined to specific
instances. The Board of Directors may, when it believes the interest of the
Corporation will best be served thereby, authorize executive employment
contracts that contain such terms and conditions as the Board of Directors deems
appropriate. Nothing herein will limit the authority of the Board of Directors
to authorize employment contracts for shorter terms.
Section 5.7 Chairman of the Board of Directors. If the Board of
Directors has elected a Chairman of the Board, he will preside at all meetings
of the shareholders and the Board of Directors. Except where by law the
signature of the President is required, the Chairman will have the same power as
the President to sign all certificates, contracts and other instruments of the
Corporation. During the absence or disability of the President, the Chairman
will exercise the powers and perform the duties of the President.
Section 5.8 President. The President will be the Chief Executive
Officer of the Corporation, unless another person is elected to serve in such
capacity, and, subject to the control of the Board of Directors, will supervise
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and control all of the business and affairs of the Corporation. He will, in the
absence of the Chairman of the Board, preside at all meetings of the
shareholders and the Board of Directors. The President will have all powers and
perform all duties incident to the office of President and will have such other
powers and perform such other duties as the Board of Directors may from time to
time prescribe.
Section 5.9 Vice Presidents. Each Vice President will have the usual
and customary powers and perform the usual and customary duties incident to the
office of Vice President, and will have such other powers and perform such other
duties as the Board of Directors or any committee thereof may from time to time
prescribe or as the President may from time to time delegate to him. In the
absence or disability of the President and the Chairman of the Board, a Vice
President designated by the Board of Directors, or in the absence of such
designation the Vice Presidents in the order of their seniority in office, will
exercise the powers and perform the duties of the President.
Section 5.10 Secretary. The Secretary will attend all meetings of the
shareholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose. The Secretary will perform like duties for the
Board of Directors and committees thereof when required. The Secretary will
give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors. The Secretary will keep in safe
custody the seal of the Corporation. The Secretary will be under the supervision
of the President. The Secretary will have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.
Section 5.11 Assistant Secretaries. The Assistant Secretaries in the
order of their seniority in office, unless otherwise determined by the Board of
Directors, will, in the absence or disability of the Secretary, exercise the
powers and perform the duties of the Secretary. They will have such other powers
and perform such other duties as the Board of Directors may from time to time
prescribe or as the President may from time to time delegate to them.
Section 5.12 Treasurer. The Treasurer will have responsibility for the
receipt and disbursement of all corporate funds and securities, will keep full
and accurate accounts of such receipts and disbursements, and will deposit or
cause to be deposited all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors. The Treasurer will render to the Directors whenever they may
require it an account of the operating results and financial condition of the
Corporation, and will have such other powers and perform such other duties as
the Board of Directors may from time to time prescribe or as the President may
from time to time delegate to him.
Section 5.13 Assistant Treasurers. The Assistant Treasurers in the
order of their seniority in office, unless otherwise determined by the Board of
Directors, will, in the absence or disability of the Treasurer, exercise the
powers and perform the duties of the Treasurer. They will have such other powers
and perform such other duties as the Board of Directors may from time to time
prescribe or as the President may from time to time delegate to them.
Section 5.14 Bonding. The Corporation may secure a bond to protect the
Corporation from loss in the event of defalcation by any of the officers, which
bond may be in such form and amount and with such surety as the Board of
Directors may deem appropriate.
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ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 6.1 Form of Certificates. Certificates, in such form as may be
determined by the Board of Directors, representing shares to which shareholders
are entitled, will be delivered to each shareholder. Such certificates will be
consecutively numbered and entered in the stock book of the Corporation as they
are issued. Each certificate will state on the face thereof the holder's name,
the number, class of shares, and the par value of such shares or a statement
that such shares are without par value. They will be signed by the President or
a Vice President and the Secretary or an Assistant Secretary, and may be sealed
with the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, either of which is other than the Corporation or an employee of
the Corporation, the signatures of the Corporation's officers may be facsimiles.
In case any officer or officers who have signed, or whose facsimile signature or
signatures have been used on such certificate or certificates, ceases to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
Corporation or its agents, such 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 have been used thereon had not ceased to be such officer or
officers of the Corporation.
Section 6.2 Lost Certificates. The Board of Directors may direct that a
new certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it may require
and/or to give the Corporation a bond, in such form, in such sum, and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed. When a certificate has been lost, apparently destroyed
or wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after such holder has notice of it, and the Corporation
registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any
claim against the Corporation for the transfer of a new certificate.
Section 6.3 Transfer of Shares. Shares of stock will be transferable
only on the books of the Corporation by the holder thereof in person or by such
holder's duly authorized attorney. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it will be the duty of the Corporation or the transfer
agent of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 6.4 Registered Shareholders. The Corporation will be entitled
to treat the holder of record of any share or shares of stock as the holder in
8
fact thereof and, accordingly, will not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it has express or other notice thereof, except as
otherwise provided by law.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Dividends. Dividends upon the outstanding shares of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be declared and paid in cash, in property, or in shares of the
Corporation, subject to the provisions of Chapter 78 of the Nevada Revised
Statutes and the Articles of Incorporation. The Board of Directors may fix in
advance a record date for the purpose of determining shareholders entitled to
receive payment of any dividend, such record date to be not more than sixty (60)
days prior to the payment date of such dividend, or the Board of Directors may
close the stock transfer books for such purpose for a period of not more than
sixty (60) days prior to the payment date of such dividend. In the absence of
any action by the Board of Directors, the date upon which the Board of Directors
adopts the resolution declaring such dividend will be the record date.
Section 7.2 Reserves. There may be created by resolution of the Board
of Directors out of the surplus of the Corporation such reserve or reserves as
the Directors from time to time, in their discretion, deem proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the Directors may deem
beneficial to the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved will not be available for the payment of dividends or other
distributions by the Corporation.
Section 7.3 Telephone and Similar Meetings. Shareholders, Directors and
committee members may participate in and hold meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other. Participation in such a meeting will
constitute presence in person at the meeting, except where a person participates
in the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting had
not been lawfully called or convened.
Section 7.4 Books and Records. The Corporation will keep correct and
complete books and records of account and minutes of the proceedings of its
shareholders and Board of Directors, and will keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.
Section 7.5 Fiscal Year. The fiscal year of the Corporation will be
fixed by resolution of the Board of Directors.
Section 7.6 Seal. The Corporation may have a seal, and such seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. Any officer of the Corporation will have authority to
affix the seal to any document requiring it.
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Section 7.7 Indemnification. The Corporation will indemnify its
Directors to the fullest extent permitted by the Chapter 78 of the Nevada
Revised Statutes and may, if and to the extent authorized by the Board of
Directors, so indemnify its officers and any other person whom it has the power
to indemnify against liability, reasonable expense or other matter whatsoever.
Section 7.8 Insurance. The Corporation may at the discretion of the
Board of Directors purchase and maintain insurance on behalf of the Corporation
and any person whom it has the power to indemnify pursuant to law, the Articles
of Incorporation, these Bylaws or otherwise.
Section 7.9 Resignation. Any Director, officer or agent may resign by
giving written notice to the President or the Secretary. Such resignation will
take effect at the time specified therein or immediately if no time is specified
therein. Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.
Section 7.10 Amendment of Bylaws. These Bylaws may be altered, amended
or repealed at any meeting of the Board of Directors at which a quorum is
present, by the affirmative vote of a majority of the Directors present at such
meeting.
Section 7.11 Invalid Provisions. If any part of these Bylaws is held
invalid or inoperative for any reason, the remaining parts, so far as possible
and reasonable, will be valid and operative.
Section 7.12 Relation to Articles of Incorporation. These Bylaws are
subject to, and governed by, the Articles of Incorporation.
Adopted January 20, 2005.