Exhibit 3.2
BYLAWS OF
ASPEN RACING STABLES, INC.
(the "Corporation")
ARTICLE I
Offices
Section 1.1. The registered office of the Corporation shall be in the State
of Nevada.
Section 1.2. 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
Meetings of Stockholders
Section 2.1. All meetings of the stockholders for the election of Directors
and for any other purpose may be held at such time and place, within or without
the State of Nevada, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2.2. An annual meeting of the stockholders for the election of Directors
and for the transaction of such other business as may properly come before the
meeting shall be held each year on a date to be selected by the Board of
Directors. At the meeting, the stockholders shall elect directors, and transact
such other business as may properly be brought before the meeting.
Section 2.3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
Section 2.4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
for any purpose germane to the meeting, which shall be open to the inspection of
any stockholder during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 2.5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President or by the Board of Directors or by
the written order of a majority of the Directors; and shall be called by the
President or Secretary at the request in writing of stockholders owning 80% or
more of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request by the stockholders shall state the purpose or
purposes of the proposed meeting.
Section 2.6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 2.7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 2.8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute, by the Articles of
Incorporation or by these Bylaws. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. 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 shall be given to each stockholder of record entitled to
vote at the meeting.
Section 2.9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes,
these Bylaws or of the Articles of Incorporation, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. The stockholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 2.10. Unless otherwise provided in the Articles of Incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy executed in writing by the stockholder or by his or
her duly authorized attorney-in-fact, for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be voted on after six
(6) months from its date, unless the proxy provides for a longer period. Each
proxy shall be filed with the Secretary of the Corporation prior to, or at the
time of, the meeting. Any vote may be taken via voice or by show of hands unless
the holders of at least ten percent (10%) of shares outstanding and entitled to
vote object, in which case written ballots shall be used.
Section 2.11. Any action required to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be 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 shall be delivered to the Corporation by hand delivery or
certified mail, return receipt requested, to its registered office in Nevada,
its principal place of business or an officer or agent having custody of the
minute book of the Corporation. The Corporation shall provide a copy thereof to
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all stockholders not participating in the consent action. Notwithstanding
anything contained in these Bylaws to the contrary, this Section 2.11 of Article
II may be amended, supplemented, or appealed only by the affirmative vote of the
holders of 66-2/3% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class.
Section 2.12. Any stockholder proposing to nominate a person for election
to the Board of Directors shall provide the Corporation 90 days prior written
notice of such nomination, stating the name and address of the nominee and
describing his qualifications for being a Director of the Corporation. Such
notice shall be sent or delivered to the principal office of the Corporation to
the attention of the Board of Directors, with a copy to the President and
Secretary of Corporation.
Section 2.13. At any meeting of stockholders, the President of the Corporation
shall act as the chairman of the meeting, and the stockholders shall not have
the right to elect a different person as chairman of the meeting. The chairman
of the meeting shall have the authority to determine (i) when the election polls
shall be closed in connection with any vote to be taken at the meeting; and (ii)
when the meeting shall be recessed. No action taken at a meeting shall become
final and binding if any group of stockholders representing 33-1/3% or more of
the shares entitled to be voted for such action shall contest the validity of
any proxies or the outcome of any election.
Section 2.14. The Board of Directors may fix in advance a record date for
the purpose of determining stockholders entitled to notice of, or to vote at, a
meeting of stockholders, such record date to be not less than ten nor more than
sixty days prior to such meeting. A record date shall be used in lieu of closing
the stock transfer book. In the absence of any action of the Board of Directors,
the date upon which the notice of the meeting is mailed shall be the record
date.
Section 2.15. The order of business at annual meetings, and so far as
practicable at other meetings of stockholders, shall be as follows unless
changed by the Chairman:
(a) Call to order
(b) Proof of due notice of meeting
(c) Determination of quorum and examination of proxies
(d) Announcement of availability of voting list (See Bylaw 2.04)
(e) Announcement of distribution of annual statement (See Bylaw 7.4)
(f) Reading and disposing of minutes of last meeting of stockholders
(g) Reports of Officers and committees
(h) Appointment of voting inspectors
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(i) Unfinished business
(j) New business
(k) Nomination of Directors
(l) Opening of polls for voting
(m) Recess
(n) Reconvening; closing of polls
(o) Report of voting inspectors
(p) Other business
(q) Adjournment
ARTICLE III
Directors
Section 3.1. The business and affairs of the Corporation shall be managed
by a Board of Directors, which shall have and may exercise all of the powers of
the Corporation, except such as are expressly conferred upon the stockholders by
law, by the Articles of Incorporation or by these Bylaws. Subject to the rights
of the holders of shares of any series of Preferred Stock then outstanding to
elect additional Directors under specified circumstances, the Board of Directors
shall consist of not less than one (1) nor more than fifteen (15) persons. The
exact number of Directors within the minimum and maximum limitations specified
in the preceding sentence shall be fixed from time to time by either (i) the
Board of Directors pursuant to a resolution adopted by a majority of the entire
Board of Directors, (ii) the affirmative vote of the holders of 66-2/3% or more
of the voting power of all of the shares of the Corporation entitled to vote
generally in the election of Directors, voting together as a single class, or
(iii) the Articles of Incorporation. No decrease in the number of Directors
constituting the Board of Directors shall shorten the term of any incumbent
Director. Upon a resolution adopted by the Board of Directors, the directors may
be divided into three classes of equal or approximately equal number, with all
three classes to be elected at the first meeting following such action. The
initial term of office of Class I, will expire at the annual meeting one year
hence; of Class II, at the annual meeting two years hence; and of Class III, at
the annual meeting three years hence. Each director elected shall hold office
until his successor shall be elected and shall qualify. At each annual meeting
of stockholders beginning with the annual meeting following such action,
directors elected to succeed those whose terms are then expiring shall be
elected for a full term of office expiring at the third succeeding annual
meeting of stockholders after their election. Should the number of directors
which constitute the whole Board of Directors be changed as permitted by this
Paragraph 2 of Article 7, such majority of the whole Board of Directors or such
holders of sixty six and one-third (66-1/3%) or more of the voting power of the
Corporation, as applicable, shall also fix and determine the number of directors
of which each class shall be comprised. Subject to the rights of holders of any
series of any Preferred Stock then outstanding, any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
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removal from office or other cause may be filed by a majority vote of the
Directors then in office even though less than a quorum or by a sole remaining
Director and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If the remaining Directors fail to select a successor Director
to fill a vacancy within sixty (60) days of its occurrence, the vacancy shall be
filled by the vote of a majority of the outstanding shares. If there are no
Directors in office, then an election of Directors may be held in the manner
provided by statute. Newly-created directorships resulting from any increase in
the authorized number of Directors may be filled by the remaining Directors.
Directors elected to fill a vacancy will serve the remaining portion of the
unexpired term; provided, however, that Directors elected to fill a vacancy by
virtue of expanding the number of Directors shall serve until the next election
of Directors by stockholders.
Section 3.2. No stockholder shall have the right to cumulate his votes for
the election of Directors but each share shall be entitled to one vote in the
election of such Director. At any meeting of the stockholders, every stockholder
having the right to vote may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the Corporation prior to, or at the
time of, the meeting.
Meetings of the Board of Directors
Section 3.3. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Nevada.
Section 3.4. The first meeting of each newly elected Board of Directors
shall be held without further notice immediately following the annual meeting of
the stockholders, and at the same place unless the Directors change such time or
place by unanimous vote.
Section 3.5. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.
Section 3.6. Special meetings of the Board may be called by the President
or by Directors constituting at least one-third of Directors in office, on three
(3) days' notice to each Director, either personally or by mail or by facsimile.
Section 3.7. At all meetings of the Board, a majority of the Directors
shall constitute a quorum for the transaction of business and the act of a
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, these Bylaws or by the Articles of
Incorporation. If a quorum shall not be 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
shall be present. Each Director who is present at a meeting will be deemed to
have assented to any action taken at such meeting unless his dissent to the
action is entered into the minutes of the meeting, or unless he or she files
their written dissent thereto with the Secretary of the meeting or forwards such
dissent by registered mail to the Secretary of the Corporation immediately after
such meeting.
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Section 3.8. Unless otherwise restricted by the Articles of Incorporation
or these Bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
Section 3.9. Unless otherwise restricted by the Articles of Incorporation
or these Bylaws, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors, or any 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 shall
constitute presence in person at the meeting.
Section 3.10. Interested Directors, Officers and stockholders. (a) If
Paragraph (b) is satisfied, no contract or other(b) transaction between the
Company and any of its Directors, Officers or stockholders (or any corporation
or firm in which any of them are directly or indirectly interested) shall be
invalid solely because of such relationship or because of the presence of such
Director, Officer or stockholder at the meeting authorizing such contract or
transaction, or his participation in such meeting or authorization.
(b) Paragraph (a) shall apply only if:
(1) The material facts of the relationship or interest of each
such Director, Officer or stockholder are known or disclosed:
(A) To the Board of Directors and they nevertheless authorizes
or ratifies the contract or transaction by a majority of the
Directors present, each such interested Director to be
counted in determining whether a quorum is present but not
in calculating the majority necessary to carry the vote; or
(B) To the stockholders and they nevertheless authorize or
ratify the contract or transaction by a majority of the
shares present, each such interested stockholder to be
counted in determining whether a quorum is present but not
in calculating the majority necessary to carry the vote; and
(2) The contract or transaction is fair to the Corporation as of
the time it is authorized or ratified by the Board of Directors, a
committee of the Board or the stockholders.
(c) This provision shall not be construed to invalidate a
contract or transaction which would be valid in the absence
of this provision.
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Committees of Directors
Section 3.11. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate Committees from among its members and
establish the power and authority of such Committee(s) to the extent permitted
by law.
Section 3.12. Any member of a Committee may be removed by the Board of
Directors by the affirmative vote of a majority of the whole Board whenever in
its judgment the best interests of the Corporation will be served thereby.
Section 3.13. A vacancy occurring in a Committee (by death, resignation,
removal or otherwise) shall be filled by the Board of Directors in the manner
provided for original designation in Section 3.11 above.
Section 3.14. At meetings of a Committee, a majority of the number of
members designated by the Board of Directors shall constitute a quorum for the
transaction of business. The act of a majority of the members present at any
meeting at which a quorum is present shall be the act of a Committee, except as
otherwise specifically provided by the statute or by the Articles of
Incorporation or by these Bylaws. If a quorum is not present at a meeting of a
Committee, the members present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.
Section 3.15. By resolution of the Board of Directors, the members of each
committee may be paid their expenses, if any, of attendance at each meeting of
each committee and may be paid a fixed sum for attendance at each meeting of
each committee or a stated salary as a member thereof. No such payment shall
preclude any member from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 3.16. Each committee shall keep regular minutes of its proceedings
and report the same to the Board of Directors when required. The minutes of the
proceedings of the Executive Committee shall be placed in the minute book of the
Corporation.
Section 3.17. Any action required or permitted to be taken at a meeting of
a committee may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all the members of a committee. Such
consent shall have the same force and effect as a unanimous vote at a meeting.
The signed consent, or a signed copy thereof, shall be placed in the minute
book.
Section 3.18. The designation of a committee and the delegation of
authority to it shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.
Section 3.19. The Board of Directors shall consider the formation of the
following committee to conduct the business and affairs of the Corporation to
the extent authorized by the resolution including but not limited to the
following: Audit Committee, Compensation Committee and Executive Committee. The
Board of Directors, by majority vote, shall have the power at any time to change
the powers and members of any committee, to fill vacancies and to dispose of any
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committee. Members of any committee shall receive such compensation as the Board
of Directors may from time to time provide. The designation of any committee and
the delegation of authority to such committee shall not operate to relieve the
Board of Directors of any responsibility imposed by law.
Compensation of Directors
Section 3.20. Unless otherwise restricted by the Articles of Incorporation
or these Bylaws, the Board of Directors shall have the authority to fix the
compensation of Directors. The Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
Notices
Section 4.1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these Bylaws, notice is required to be given to
any Director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by facsimile.
Section 4.2. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
Officers
Section 5.1. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a president, one or more vice presidents, any one or
more of which may be designated executive vice president or senior vice
president, a secretary, and a treasurer. The Board of Directors may also choose
a chairman of the board, assistant vice presidents and one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the Articles of Incorporation or these Bylaws otherwise
provide. The Chairman shall be elected from among the Directors.
Section 5.2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice presidents, a
secretary and a treasurer.
Section 5.3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.
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Section 5.4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors or a committee thereof.
Section 5.5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed with or without cause at any time by the affirmative
vote of a majority of the Board of Directors then in office at any regular or
special meeting. Such removal shall be without prejudice to the contract rights,
if any, of the person so removed, provided, however, that the election or
appointment of an officer shall not, of itself, create contract rights. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors.
Chairman of the Board
Section 5.6. The Chairman of the Board, if any, shall preside at all
meetings of the Board of Directors of the Corporation. In the Chairman's
absence, such duties shall be attended to by the President. The Chairman shall
not be an executive officer of the Corporation and shall have no duties or
powers, express, apparent, or implied, except as set forth herein or in
resolutions adopted by the Board of Directors. The Chairman may be the chief
executive officer of the Corporation if so designated.
The President
Section 5.7. The President shall be the Chief Executive Officer of the
Corporation; he or she shall preside at all meetings of the stockholders and of
the Board of Directors (unless the Corporation has a Chairman of the Board, who
will, in that case, preside at all meetings of the Board of Directors), shall
have general and active management of the business and affairs of the
Corporation and shall see that all orders and resolutions of the Board are
carried into effect. He or she shall perform such other duties and have such
other authority and powers as the Board of Directors may from time to time
prescribe. Within this authority and in the course of his or her duties the
President shall:
(a) Preside at all meetings of the stockholders and in the absence of
the Chairman of the Board, or, if there is none, at all meetings of the
Board of Directors, and shall be ex officio a member of all the standing
committees, including the Executive Committee, if any.
(b) Sign all certificates of stock of the Corporation, in conjunction
with the Secretary or Assistant Secretary, unless otherwise ordered by the
Board of Directors.
(c) When authorized by the Board of Directors or required by law,
execute, in the name of the Corporation, deeds conveyances, notices,
leases, checks, drafts, bills of exchange, warrants, promissory notes,
bonds, debentures, contracts, and other papers and instruments in writing,
and unless the Board of Directors orders otherwise by resolution, make such
contracts as the ordinary conduct of the Corporation's business requires.
(d) Subject to the approval of the Board of Directors, appoint and
remove, employ and discharge, and prescribe the duties and fix the
compensation of all agent, employees, and clerks of the Corporation other
than the duly appointed Officers, and, subject to the direction of the
Board of Directors, control all of the Officers, agents and employees of
the Corporation.
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Section 5.8. The Vice-Presidents, if any, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and have the authority and
exercise the powers of the President. They shall perform such other duties and
have such other authority and powers as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate.
Section 5.9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all votes and minutes
of all proceedings in a book to be kept for that purpose, and shall perform like
duties for the Executive Committee when required. He or she shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors. He or she shall keep in safe custody the Seal of the
Corporation and, when authorized by the Board of Directors or the Executive
Committee, affix the same to any instrument requiring it, and when so affixed,
it shall be attested by his signature or by the signature of the Treasurer or an
Assistant Secretary. He or she shall be under the supervision of the President.
He or she shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate.
Section 5.10. The Assistant Secretaries, if any, in the absence or
disability of the Secretary, perform the duties and have the authority and
exercise the powers of the Secretary. They shall perform such other duties and
have such other powers as the Board of Directors may from time to time prescribe
or as the President may from time to time delegate.
Section 5.11. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all monies 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. He or she shall disburse the funds
of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and
Directors, at the regular meeting of the Board, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he or she shall give
the Corporation a bond in such form, in such sum, and with such surety or
sureties as satisfactory to the Board of Directors, for the faithful performance
of the duties of his or her office. He or she shall perform such other duties
and have such other authority and powers as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate.
Section 5.12. The Assistant Treasurer, if any, shall, in the absence of the
Treasurer or in the event of his or her inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
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ARTICLE VI
Certificates for Shares
Section 6.1. The Corporation shall deliver stock certificates representing
all shares to which shareholders are entitled in such form as may be determined
by the Board of Directors. Each certificate representing shares shall state upon
the face thereof that the Corporation is organized under the laws of the State
of Nevada; the name of the person to who it is issued; the number and class of
shares and the designation of the series, if any, which such certificate
represents; the par value of each share represented by such certificate, and any
restrictions or statements required by law. Such certificates shall be signed by
the President or Vice President and either by the Secretary of Assistant
Secretary or such officer or officers as the Board of Directors shall designate,
and may be sealed with the seal of the Corporation or a facsimile thereof.
Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the Corporation in the case
of uncertificated partly paid shares, shall be set forth the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Certificates shall also contain such legends or statements as may be required by
law and any agreement between the Corporation and the holder thereof.
If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special lights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in the Act, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Any security of
the Corporation, including, among others, any certificate evidencing shares of
the Common Shares and Preferred Shares or warrants to purchase Common Shares and
Preferred Shares of the Corporation, which is issued to any person without
registration under the Securities Act of 1933, as amended, or the Blue Sky laws
of any state, shall not be transferable until the Corporation has been furnished
with a legal opinion of counsel with reference thereto, satisfactory in form and
content to the Corporation and its counsel, to the effect that such sale,
transfer or pledge does not involve a violation of the Securities Act of 1933,
as amended, or the Blue Sky laws of any state having jurisdiction. The
certificate representing the security shall bear substantially the following
legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND OTHER APPLICABLE
LAWS."
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Section 6.2. The consideration for the issuance of shares shall consist of
any tangible or intangible property or benefit to the Corporation, including,
but not limited to, cash, promissory notes, services performed, contracts for
services to be performed or other securities of the corporation. Before the
Corporation issues shares, the Board of Directors must determine that the
consideration received or to be received for the shares to be issued is
adequate. The judgment of the Board of Directors as to the adequacy of the
consideration received for the shares issued is conclusive in the absence of
actual fraud in the transaction. When the Corporation receives the consideration
for which the Board of Directors authorized the issuance of shares, the shares
issued therefor are fully paid and nonassessable. The Corporation may place in
escrow shares issued for a contract for future services or benefits or a
promissory note, or make any other arrangements to restrict the transfer of the
shares. The Corporation may credit distributions made for the shares against
their purchase price, until the services are performed, the benefits are
received or the promissory note is paid. If the services are not performed, the
benefits are not received or the promissory note is not paid, the shares
escrowed or restricted and the distributions credited may be canceled in whole
or in part.
Section 6.3. Unless otherwise provided in the subscription agreement,
subscriptions of shares, whether made before or after organization of the
Corporation, shall be paid in full at such time or in such installments and at
such times as shall be determined by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same series. In case of
default in the payment on any installment or call when payment is due, the
Corporation may proceed to collect the amount due in the same manner as any debt
due to the Corporation.
Section 6.4. For any indebtedness of a Stockholder to the Corporation, the
Corporation shall have a first and prior lien on all preferred or common shares
owned by him and on all dividends or other distributions declared thereon.
Section 6.5. Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to any requirements of the Act or a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Section 6.6. Any or all the signatures on a certificate may be facsimile,
if the certificate is countersigned by a transfer agent or registered by a
registrar. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.
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Lost Certificates
Section 6.7. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates or uncertificated shares, the Board
of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to give the Corporation a bond
issued by sureties acceptable to the Corporation in such sum 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, stolen or destroyed.
Transfer of Stock
Section 6.8. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall 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. Upon receipt of proper transfer
instructions from the registered owner of uncertificated shares, such
uncertificated shares shall be canceled and issuance of new equivalent
uncertificated shares or uncertificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
corporation. Transfers of shares shall be made only on the books of the
Corporation by the registered holder thereof, or by his or her attorney
thereunto authorized by power of attorney and filed with the Secretary of the
Corporation or the transfer agent.
Section 6.9. Every stockholder or transferee shall furnish the Secretary or
a transfer agent with the address to which notice of meetings and all other
notices may be served upon or mailed to him or her, and in default thereof, he
or she shall not be entitled to service or mailing of any such notice.
Fixing Record Date
Section 6.10. In order that the Corporation may determine 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 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 Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
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.
Registered Stockholders
Section 6.11. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, to vote as such owner, and to hold such person registered on its
books liable for calls and assessments as the owner of such shares, and shall
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 shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.
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ARTICLE VII
Miscellaneous/Dividends
Section 7.1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Articles of Incorporation, if any, and applicable law,
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in properly or in shares of capital stock,
subject to the provisions of the Articles of Incorporation.
Section 7.2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall determine to be in the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
Checks
Section 7.3. All checks, demands, drafts, or other orders for payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Contracts
Section 7.4. The Board of Directors may authorize any officer, 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.
Deposits
Section 7.5. 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.
Fiscal Year
Section 7.6. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Seal
Section 7.7. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Nevada." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
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Indemnification
Section 7.8. Unless otherwise provided in the Articles of Incorporation,
the Corporation shall indemnity its officers, agents and Directors to the full
extent permitted by the General Corporation Law of Nevada. The protection and
indemnification provided hereunder shall not be deemed exclusive of any other
rights to which such Director, agent or officer or former Director or officer or
such person may be entitled under any agreement, insurance policy, vote of
stockholders or otherwise.
ARTICLE VIII
Amendments
Section 8.1. Notwithstanding any other provision contained in these Bylaws
to the contrary, Sections 2.5, 2.11, 2.12 and 2.13 of Article II, Section 3.1 of
Article III, and this Article VIII of these Bylaws may be amended, supplemented,
or repealed only by the affirmative vote of 66-2/3% or more of all of the shares
of the Corporation entitled to vote generally in the election of Directors,
voting together as a single class. In addition to the foregoing, the Board of
Directors may amend or repeal these Bylaws or adopt new Bylaws.