Exhibit 3.5
BYLAWS
OF
SMSA EL PASO 1 ACQUISITION CORP.
TABLE OF CONTENTS
ARTICLE I
OFFICES
Section 1. Registered Office.........................................1
Section 2. Other Offices.............................................1
ARTICLE II
STOCKHOLDERS
Section 1. Place of Meetings.........................................1
Section 2. Annual Meeting............................................1
Section 3. List of Stockholders......................................1
Section 4. Special Meetings..........................................1
Section 5. Notice....................................................1
Section 6. Quorum....................................................2
Section 7. Voting....................................................2
Section 8. Method of Voting..........................................2
Section 9. Record Date...............................................2
Section 10. Action by Consent.........................................2
ARTICLE III
BOARD OF DIRECTORS
Section 1. Management................................................3
Section 2. Qualification; Election; Term.............................3
Section 3. Number; Election; Term; Qualification.....................3
Section 4. Removal...................................................3
Section 5. Vacancies.................................................3
Section 6. Place of Meetings.........................................3
Section 7. Annual Meeting............................................3
Section 8. Regular Meetings..........................................3
Section 9. Special Meetings..........................................3
Section 10. Quorum....................................................4
Section 11. Interested Directors......................................4
Section 12. Action by Consent.........................................4
Section 13. Compensation of Directors.................................4
ARTICLE IV
COMMITTEES
Section 1. Designation...............................................4
Section 2. Number; Qualification; Term...............................4
Section 3. Authority.................................................4
Section 4. Change in Number..........................................5
Section 5. Removal...................................................5
Section 6. Vacancies.................................................5
Section 7. Meetings..................................................5
Section 8. Quorum; Majority Vote.....................................5
Section 9. Compensation..............................................5
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Section 10. Committee Charters........................................5
ARTICLE V
NOTICE
Section 1. Form of Notice............................................6
Section 2. Waiver....................................................6
ARTICLE VI
OFFICERS AND AGENTS
Section 1. In General................................................6
Section 2. Election..................................................6
Section 3. Other Officers and Agents.................................6
Section 4. Compensation..............................................6
Section 5. Term of Office and Removal................................6
Section 6. Employment and Other Contracts............................6
Section 7. Chairman of the Board of Directors........................6
Section 8. President.................................................7
Section 9. Vice Presidents...........................................7
Section 10. Secretary.................................................7
Section 11. Assistant Secretaries.....................................7
Section 12. Treasurer.................................................7
Section 13. Assistant Treasurers......................................7
Section 14. Bonding...................................................7
ARTICLE VII
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates......................................7
Section 2. Lost Certificates.........................................8
Section 3. Transfer of Shares........................................8
Section 4. Registration of Transfer..................................8
Section 5. Registered Stockholders...................................8
Section 6. Denial of Preemptive Rights...............................9
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends.................................................9
Section 2. Reserves..................................................9
Section 3. Telephone and Similar Meetings............................9
Section 4. Books and Records.........................................9
Section 5. Fiscal Year...............................................9
Section 6. Seal......................................................9
Section 7. Advances of Expenses......................................9
Section 8. Indemnification..........................................10
Section 9. Employee Benefit Plans...................................10
Section 10. Insurance................................................10
Section 11. Resignation..............................................10
Section 12. Amendment of Bylaws......................................10
Section 13. Construction.............................................10
Section 14. Relation to the Articles of Incorporation................10
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BYLAWS
OF
SMSA El Paso 1 Acquisition Corp.
ARTICLE I
OFFICES
-------
Section 1. Registered Office. The registered office and registered agent of
SMSA El Paso 1 Acquisition Corp. (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, and the
appropriate county Recorder or Recorders, as the case may be, to amend such
information.
Section 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
STOCKHOLDERS
------------
Section 1. Place of Meetings. All meetings of the stockholders for the
election of Directors will be held at such place, within or without the State of
Nevada, as may be fixed from time to time by the Board of Directors. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Nevada, as may be stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
Section 2. Annual Meeting. An annual meeting of the stockholders will be
held at such time as may be determined by the Board of Directors, at which
meeting the stockholders will elect a Board of Directors, and transact such
other business as may properly be brought before the meeting.
Section 3. List of Stockholders. At least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at said
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 open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
at the principal place of business of the Corporation. 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 stockholder who may
be present.
Section 4. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by law, the Articles of
Incorporation or these Bylaws, may be called by the Chairman of the Board, the
President or the Board of Directors, or will be called by the President or
Secretary at the request in writing of the holders of not less than 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 stockholders entitled to vote are present and consent.
Section 5. Notice. Written or printed notice stating the place, day and
hour of any meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, will be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, the
President, the Secretary, or the officer or person calling the meeting, to each
stockholder 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 stockholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
Section 6. Quorum. At all meetings of the stockholders, the presence in
person or by proxy of the holders of a majority of the shares issued and
outstanding and 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 stockholders,
the stockholders 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 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 stockholder 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 7. Voting. When a quorum is present at any meeting of the
Corporation's stockholders, the vote of the holders of a majority of the shares
present in person or by proxy entitled to vote on, and voted for or against, any
matter will decide any questions brought before such meeting, unless the
question is one upon which, by express provision of law, the Articles of
Incorporation or these Bylaws, a different vote is required, in which case such
express provision will govern and control the decision of such question. The
stockholders present in person or by proxy 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 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 stockholders, 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 stockholders, every stockholder having the right to vote will be
entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to such meeting, unless such instrument provides for a longer period. A
telegram, telex, cablegram or similar transmission by the stockholder, or a
photographic, photostatic, facsimile or similar reproduction of a writing
executed by the stockholder, shall be treated as an execution in writing for
purposes of the preceding sentence. Each proxy will be revocable unless
expressly provided therein to be irrevocable and if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the Corporation
generally. Such proxy will be filed with the Secretary of the Corporation prior
to or at the time of the meeting. Voting on any question or in any election,
other than for directors, may be by voice vote or show of hands unless the
presiding officer orders, or any stockholder demands, that voting be by written
ballot.
Section 9. Record Date. 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, which record date will not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date will not be less than ten nor more than sixty
days prior to such meeting. In the absence of any action by the Board of
Directors, the close of business on the date next preceding the day on which the
notice is given will be the record date, or, if notice is waived, the close of
business on the day next preceding the day on which the meeting is held will be
the record date.
Section 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 stockholders 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.
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ARTICLE III
BOARD OF DIRECTORS
------------------
Section 1. Management. The business and affairs of the Corporation will be
managed by or under the direction of its 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, by the Articles of Incorporation or by these Bylaws directed or required
to be exercised or done by the stockholders.
Section 2. Qualification; Election; Term. Each Director must be a natural
person at least 18 years of age. None of the Directors need be a stockholder of
the Corporation or a resident of the State of Nevada. The Directors will be
elected by written ballot, by plurality vote at the annual meeting of the
stockholders, 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
stockholders or his death.
Section 3. Number; Election; Term; Qualification. The number of Directors
which shall constitute the Board of Directors shall be not less than one. The
first Board of Directors shall consist of the number of Directors named in the
Articles of Incorporation. Thereafter, the number of Directors which shall
constitute the entire Board of Directors shall be determined by resolution of
the Board of Directors at any meeting thereof, but shall never be less than one.
No decrease in the number of Directors will have the effect of shortening the
term of any incumbent Director. At each annual meeting of stockholders,
Directors shall be elected to hold office until their successors are elected and
qualified or until their earlier resignation, removal from office or death. No
Director need be a stockholder, a resident of the State of Nevada, or a citizen
of the United States.
Section 4. Removal. Any Director may be removed either for or without cause
at any special meeting of stockholders by the affirmative vote of the
stockholders representing not less than two-thirds of the voting power of the
issued and outstanding stock entitled to vote for the election of such Director;
provided, that notice of intention to act upon such matter has been given in the
notice calling such meeting.
Section 5. Vacancies. Newly created directorships resulting from any
increase in the authorized number of Directors and any vacancies occurring in
the Board of Directors caused by death, resignation, retirement,
disqualification or removal from office of any Directors or otherwise, may be
filled by the vote of a majority of the Directors then in office, though less
than a quorum, or a successor or successors may be chosen at a special meeting
of the stockholders called for that purpose. A Director elected to fill a
vacancy will be elected for the unexpired term of his predecessor in office or
until whichever of the following occurs first: his successor is elected and
qualified, his resignation, his removal from office by the stockholders or his
death.
Section 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 as
may be fixed from time to time by the Board of Directors.
Section 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 stockholders and at the same place, unless by unanimous consent, the
Directors then elected and serving change such time or place.
Section 8. Regular Meetings. Regular meetings of the Board of Directors may
be held with or without notice and at such time and place as is from time to
time determined by resolution of the Board of Directors.
Section 9. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board or the President on oral or written
notice to each Director, given either personally, by telephone, by facsimile or
by mail, delivered not less than twenty-four hours in advance of the meeting;
special meetings will be called by the Chairman of the Board, President or
Secretary in like manner and on like notice on the written request of at least
two 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.
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Section 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 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
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders 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 stockholders. 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 12. 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 13. 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
COMMITTEES
----------
Section 1. Designation. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate from among its members an executive
committee and one or more such other committees as it may determine necessary.
Section 2. Number; Qualification; Term. The executive committee and any
other designated committees shall consist of two or more Directors, not less
than a majority of whom in each case shall be Directors who are not officers or
employees of the Corporation. The committees shall serve at the pleasure of the
Board of Directors.
Section 3. Authority. Each committee, to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board of
Directors in the management of the business and affairs of the Corporation,
except in the following matters and except where action of the full Board of
Directors is required by statute or by the Articles of Incorporation:
(a) Amending the Articles of Incorporation;
(b) Amending, altering or repealing the Bylaws of the Corporation or
adopting new Bylaws;
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(c) Approving and/or recommending or submitting to stockholders:
(1) merger
(2) consolidation
(3) sale, lease (as lessor), exchange or other disposition of all or
substantially all the property and assets of the Corporation;
(4) dissolution;
(d) Filling vacancies in the Board of Directors or any such committee;
(e) Electing or removing officers of the Corporation or members of any
such committee;
(f) Fixing compensation of any person who is a member of any such
committee;
(g) Declaring dividends; and
(h) Altering or repealing any resolution of the Board of Directors.
Section 4. Change in Number. The number of committee members may be
increased or decreased (but not below two) from time to time by resolution
adopted by a majority of the whole Board of Directors.
Section 5. Removal. Any committee member 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 6. Vacancies. A vacancy occurring in any committee (by death,
resignation, removal or otherwise) may be filled by the Board of Directors in
the manner provided for original designation in Section 1 of this Article.
Section 7. Meetings. Time, place and notice (if any) of all committee
meetings shall be determined by the respective committee. Unless otherwise
determined by a particular committee, meetings of the committees may be called
by any Director of the Corporation on not less than 12 hours notice to each
member of the committee, either personally or by mail, telephone (including
voice mail), email or other electronic or other delivery means. Neither the
business to be transacted at, nor the purpose of, any meeting need be specified
in a notice or waiver of notice of any meeting. (See also Section 3 of Article
VIII).
Section 8. Quorum; Majority Vote. At meetings of any 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 the
committee, except as otherwise specifically provided by statute or by the
Articles of Incorporation or by these Bylaws. If a quorum is not present at a
meeting of the committee, the members present thereat may adjourn the meeting
from time to time, without notice other than an announcement at the meeting
until a quorum is present.
Section 9. Compensation. Compensation of committee members shall be fixed
pursuant to the provisions of Section 14 of Article III of these bylaws.
Section 10. Committee Charters. Any committee designated by the Board of
Directors may adopt a charter governing any of the matters covered by Sections 2
and 4 through 9 of this Article and, to the extent approved by the Board of
Directors, any such charter shall supercede the provisions of Sections 2 and 4
through 9 of this Article.
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ARTICLE V
NOTICE
------
Section 1. Form of Notice. Whenever by law, the Articles of Incorporation
or of these Bylaws, notice is to be given to any Director or stockholder, and no
provision is made as to how such notice will be given, such notice may be given:
(i) in writing, by mail, postage prepaid, addressed to such Director or
stockholder 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 2. Waiver. Whenever any notice is required to be given to any
stockholder 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
stockholder or Director at a meeting will constitute a waiver of notice of such
meeting, except where such stockholder 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.
ARTICLE VI
OFFICERS AND AGENTS
-------------------
Section 1. In General. The officers of the Corporation will be elected by
the Board of Directors and will be a President, a Secretary and a Treasurer. The
Board of Directors may also elect a Chairman of the Board, Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any
two or more offices may be held by the same person.
Section 2. Election. The Board of Directors, at its first meeting after
each annual meeting of stockholders, will elect the officers, none of whom need
be a member of the Board of Directors.
Section 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 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. 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 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 will have terms no longer than ten years and contain such other
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 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
stockholders and the Board of Directors. Except where by law the signature of
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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 8. President. The President will be the Chief Executive Officer of
the Corporation and, subject to the control of the Board of Directors, will
supervise 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 stockholders 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 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 10. Secretary. The Secretary will attend all meetings of the
stockholders 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 stockholders 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 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 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 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 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.
ARTICLE VII
CERTIFICATES REPRESENTING SHARES
--------------------------------
Section 1. Form of Certificates. Certificates, in such form as may be
determined by the Board of Directors, representing shares to which stockholders
are entitled will be delivered to each stockholder. Such certificates will be
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consecutively numbered and will be 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 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 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 4. Registration of Transfer. The Corporation shall register the
transfer of a certificate for shares presented to it for transfer if:
(a) Endorsement. The certificate is properly endorsed by the registered
owner or by his duly authorized attorney; and
(b) Guarantee and Effectiveness of Signature. The signature of such person
has been guaranteed by a national banking association or member of the
New York Stock Exchange, and reasonable assurance is given that such
endorsements are effective; and
(c) Adverse Claims. The corporation has no notice of an adverse claim or
has discharged any duty to inquire into such a claim; and
(d) Collection of Taxes. Any applicable law relating to the collection of
taxes has been complied with.
Section 5. Registered Stockholders. The Corporation will be entitled to
treat the holder of record of any share or shares of stock as the holder in 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.
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Section 6. Denial of Preemptive Rights. No stockholder of the Corporation
nor other person shall have any preemptive rights whatsoever.
ARTICLE VIII
GENERAL PROVISIONS
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Section 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 the Nevada Revised Statutes, as it may
be amended from time to time, and the Articles of Incorporation. The Board of
Directors may fix in advance a record date for the purpose of determining
stockholders entitled to receive payment of any dividend, such record date to be
not more than sixty 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 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 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 3. Telephone and Similar Meetings. Stockholders, 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 has
not been lawfully called or convened.
Section 4. Books and Records. The Corporation will keep correct and
complete books and records of account and minutes of the proceedings of its
stockholders 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 stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.
Section 5. Fiscal Year. The fiscal year of the Corporation will be fixed by
resolution of the Board of Directors.
Section 6. Seal. The Corporation may have a seal, and the 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.
Section 7. Advances of Expenses. Expenses (including attorneys' fees)
incurred by a Director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article. Such expenses (including attorneys' fees) incurred by former
Directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate.
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Section 8. Indemnification. The Corporation will indemnify its Directors to
the fullest extent permitted by 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 9. Employee Benefit Plans. For purposes of this Article, the
Corporation shall be deemed to have requested a Director or officer to serve as
a trustee, employee, agent, or similar functionary of an employee benefit plan
whenever the performance by him of his duties to the Corporation also imposes
duties on or otherwise involves services by him to the plan or participants or
beneficiaries of the plan. Excise taxes assessed on a Director or officer with
respect to an employee benefit plan pursuant to applicable law are deemed fines.
Action taken or omitted by a Director or officer with respect to an employee
benefit plan in the performance of his duties for a purpose reasonably believed
by him to be in the interest of the participants and beneficiaries of the plan
is deemed to be for a purpose which is not opposed to the best interests of the
Corporation.
Section 10. 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 11. 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 12. 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 13. Construction. Whenever the context so requires, the masculine
shall include the feminine and neuter, and the singular shall include the
plural, and conversely.
If any portion of these Bylaws shall be invalid or inoperative, then, so
far as is reasonable and possible:
(a) The remainder of these Bylaws shall be considered valid and operative,
and
(b) Effect shall be given to the intent manifested by the portion held
invalid or inoperative.
Section 14. Relation to the Articles of Incorporation. These Bylaws are
subject to, and governed by, the Articles of Incorporation of the Corporation.
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Adopted: September 26, 2007 By Order of the Board of Directors
/s/ Timothy P. Halter
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Timothy P. Halter, Secretary
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