BY-LAWS
OF
ORIGINAL SOURCE ENTERTAINMENT, INC.
(the "Corporation")
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ARTICLE I
Offices
The Corporation may have offices at such other places, both within and
without the State of Nevada, as the Board of Directors may determine
and designate from time to time or the business of the Corporation
requires.
ARTICLE II
Books
The books and records of the Corporation may be kept (except as
otherwise provided by the laws of the State of Nevada) outside of the
State of Nevada and at such place or places as may be designated by the
Board of Directors.
ARTICLE III
Stockholders
Section 1. Place of Meetings, etc. Except as otherwise provided in
these Bylaws, all meetings of the stockholders shall be held at such
dates, times and places, within or without the State of Nevada, as
shall be determined by the Board of Directors or the President of the
Corporation and as shall be stated in the notice of the meeting or in
waivers of notice thereof. If the place of any meeting is not so
fixed, it shall be held at the registered office of the Corporation in
the State of Nevada.
Section 2. Annual Meetings. The Annual Meeting of stockholders of the
Corporation for the election of Directors and the transaction of such
other business as may properly come before said meeting shall be held
at the principal business office of the Corporation or at such other
place or places either within or without the State of Nevada as may be
designated by the Board of Directors and stated in the notice of the
meeting, on a date not later than 120 days following the close of the
fiscal year of the Corporation as designated by the Board of Directors.
Section 3. Special Meetings. Special meetings of the stockholders of
the Corporation shall be held whenever called in the manner required by
the laws of the State of Nevada for purposes as to which there are
special statutory provisions, and for other purposes whenever called by
resolution of the Board of Directors, or by the President, or by the
holders of a majority of the outstanding shares of capital stock of the
Corporation the holders of which are entitled to vote on matters that
are to be voted on at such meeting. Any such Special Meetings of
stockholders may be held at the principal business office of the
Corporation or at such other place or places, either within or without
the State of Nevada, as may be specified in the notice thereof.
Business transacted at any Special Meeting of stockholders of the
Corporation shall be limited to the purposes stated in the notice
thereof. The notice shall state the date, time, place and purpose or
purposes of the proposed meeting.
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Section 4. Notice of Meetings. Except as otherwise required or
permitted by law, whenever the stockholders of the Corporation are
required or permitted to take any action at a meeting, written notice
thereof shall be given, stating the place, date and time of the meeting
and, unless it is the annual meeting, by or at whose direction it is
being issued. The notice also shall designate the place where the
stockholders' list is available for examination, unless the list is
kept at the place where the meeting is to be held. Notice of a Special
Meeting also shall state the purpose or purposes for which the meeting
is called. A copy of the notice of any meeting shall be delivered
personally or shall be mailed, not less than ten (10) nor more than
sixty (60) days before the date of the meeting, to each stockholder of
record entitled to vote at the meeting. If mailed, the notice shall be
given when deposited in the United States mail, postage prepaid and
shall be directed to each stockholder at his or her address as it
appears on the record of stockholders, unless he or she shall have
filed with the Secretary of the Corporation a written request that
notices to him or her be mailed to some other address, in which case it
shall be directed to him or her at the other address. Notice of any
meeting of stockholders shall not be required to be given to any
stockholder who shall attend the meeting, except for the express
purpose of objecting at the beginning thereof to the transaction of any
business because the meeting is not lawfully called or convened, or who
shall submit, either before or after the meeting, a signed waiver of
notice. Unless the Board of Directors, after the adjournment of such
meeting, shall fix a new record date for an adjourned meeting or unless
the adjournment is for more than thirty (30) days, notice of an
adjourned meeting need not be given if the place, date and time to
which the meeting shall be adjourned is announced at the meeting at
which the adjournment is taken.
Section 5. List of Stockholders. The officer of the Corporation who
shall have 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 said meeting,
arranged in alphabetical order and showing the address and the number
of shares registered in the name of each stockholder. Such list shall
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 (10) days prior to the meeting, either at a place specified in the
notice of the meeting or 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 present at the meeting.
Section 6. Quorum. Except as otherwise expressly provided by the
laws of the State of Nevada, or by the Articles of Incorporation of the
Corporation, or by these Bylaws, at any and all meetings of the
stockholders of the Corporation there must be present, either in person
or by proxy, stockholders owning a majority of the issued and
outstanding shares of the capital stock of the Corporation entitled to
vote at said meeting. At any meeting of stockholders at which a quorum
is not present, the holders of, or proxies for, a majority of the stock
which is represented at such meeting, may 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
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transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty (30)
days, or if after 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 7. Organization. The President shall call to order meetings
of the stockholders and shall act as Chairman of such meetings. The
Board of Directors or the stockholders may appoint any stockholder or
any Director or officer of the Corporation to act as Chairman at any
meeting in the absence of the President. The Secretary of the
Corporation shall act as secretary of all meetings of the stockholders,
but in the absence of the Secretary, the presiding officer may appoint
any other person to act as secretary of the meeting.
Section 8. Voting. Except as otherwise provided by the Article of
Incorporation of the Corporation or these Bylaws, at any meeting of the
stockholders each stockholder of record of the Corporation having the
right to vote thereat shall be entitled to one (1) vote for each share
of stock outstanding in his or her name on the books of the Corporation
as of the record date and entitling him or her to so vote. A
stockholder may vote in person or by proxy. Except as otherwise
provided by the law of the State of Nevada or by the Article of
Incorporation of the Corporation, any corporate action to be taken by a
vote of the stockholders, other than the election of directors, shall
be authorized by not less than a majority of the votes cast at a
meeting by the stockholders present in person or by proxy and entitled
to vote thereon. Directors shall be elected as provided in Section 1 of
Article IV of these Bylaws. Written ballots shall not be required for
voting on any matter unless ordered by the Chairman of the meeting.
Section 9. Proxies. Every proxy shall be executed in writing by the
stockholder or by his or her attorney-in-fact.
Section 10. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Articles of Incorporation of the Corporation,
whenever the vote of the stockholders at a meeting thereof is required
or permitted to be taken in connection with any corporate action by any
provisions of the laws of the state of Nevada or of the Articles of
Incorporation, such corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed, in person or by
proxy, 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 in person or by proxy. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not
consented in writing, but who were entitled to vote on the matter.
ARTICLE IV
Directors
Section 1. Number, Election and Term of Office. The business and
affairs of the Corporation shall be managed by the Board of Directors.
The number of Directors which shall constitute the whole Board shall be
not less than one (1) and not more than nine (9). Within such limits,
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the number of Directors may be fixed from time to time by vote of the
stockholders or of the Board of Directors, at any regular or special
meeting, subject to the provisions of the Articles of Incorporation.
The initial board shall consist of one (1) Director. Directors need not
be stockholders. Directors shall be elected at the Annual Meeting of
the stockholders of the Corporation, except as provided in Section 2 of
this Article IV, to serve until their respective successors are duly
elected and qualified. When used in these Bylaws, the phrase "entire
Board" means the total number of directors which the Corporation would
have if there were no vacancies.
Section 2. Vacancies and Newly Created Directorships. Except as
hereinafter provided, any vacancy in the office of a Director occurring
for any reason other than the removal of a Director pursuant to Section
3 of this Article, and any newly created Directorship resulting from
any increase in the authorized number of Directors, may be filled by a
majority of the Directors then in office. In the event that any vacancy
in the office of a Director occurs as a result of the removal of a
Director pursuant to Section 3 of this Article, or in the event that
vacancies occur contemporaneously in the offices of all of the
Directors, such vacancy or vacancies shall be filled by the
stockholders of the Corporation at a meeting of stockholders called for
that purpose. Directors chosen or elected as aforesaid shall hold
office until their respective successors are duly elected and
qualified.
Section 3. Removals. At any meeting of stockholders of the
Corporation called for that purpose, the holders of a majority of the
shares of capital stock of the Corporation entitled to vote at such
meeting may remove from office any or all of the Directors, with or
without cause.
Section 4. Resignations. Any director may resign at any time by
giving written notice of his or her resignation to the Corporation. A
resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein,
immediately upon its receipt, and, unless otherwise specified therein,
the acceptance of a resignation shall not be necessary to make it
effective.
Section 5. Place of Meetings. Except as otherwise provided in these
Bylaws, all meetings of the Board of Directors shall be held at the
principal business office of the Corporation or at such other place,
within or without the State of Nevada, as the Board determines from
time to time.
Section 6. Annual Meetings. The annual meeting of the Board of
Directors shall be held either (a) without notice immediately after the
annual meeting of stockholders and in the same place, or (b) as soon as
practicable after the annual meeting of stockholders on such date and
at such time and place as the Board determines.
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Section 7. Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at the principal business
office of the Corporation or at such other place, either within or
without the State of Nevada, as the Board determines. Notice of regular
meetings need not be given, except as otherwise required by law.
Section 8. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any two Directors on notice
given to each Director, and such meetings shall be held at the
principal business office of the Corporation or at such other place,
either within or without the State of Nevada, as shall be specified in
the notices thereof. The request shall state the date, time, place and
purpose or purposes of the proposed meeting.
Section 9. Notice of Meetings. Notice of each special meeting of the
Board of Directors (and of each annual meeting held pursuant to
subdivision (b) of Section 6 of this Article IV) shall be given, not
later than 24 hours before the meeting is scheduled to commence, by the
President or the Secretary and shall state the place, date and time of
the meeting. Notice of each meeting may be delivered to a Director by
hand or given to a director orally (whether by telephone or in person)
or mailed or telegraphed to a Director at his or her residence or usual
place of business, provided, however, that if notice of less than 72
hours is given it may not be mailed. If mailed, the notice shall be
deemed to have been given when deposited in the United States mail,
postage prepaid, and if telegraphed, the notice shall be deemed to have
been given when the contents of the telegram are transmitted to the
telegraph service with instructions that the telegram immediately be
dispatched. Notice of any meeting need not be given to any Director who
shall submit, either before or after the meeting, a signed waiver of
notice or who shall attend the meeting, except if such Director shall
attend for the express purpose of objecting at the beginning thereof to
the transaction of any business because the meeting is not lawfully
called or convened. Notice of any adjourned meeting, including the
place, date and time of the new meeting, shall be given to all
Directors not present at the time of the adjournment, as well as to the
other Directors unless the place, date and time of the new meeting is
announced at the adjourned meeting.
Section 10. Quorum. Except as otherwise provided by the laws of the
State of Nevada or in these Bylaws, at all meetings of the Board of
Directors of the Corporation a majority of the entire Board shall
constitute a quorum for the transaction of business, and the vote of a
majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. A majority of the
Directors present, whether or not a quorum is present, may adjourn any
meeting to another place, date and time.
Section 11. Conduct of Meetings. At each meeting of the Board of
Directors of the Corporation, the President or, in his or her absence,
a Director chosen by a majority of the Directors present shall act as
Chairman of the meeting. The Secretary or, in his or her absence, any
person appointed by the Chairman of the meeting shall act as Secretary
of the meeting and keep the minutes thereof. The order of business at
all meetings of the Board shall be as determined by the Chairman of the
meeting.
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Section 12. Committees of the Board. The Board of Directors, by
resolution adopted by a majority of the entire Board of Directors, may
designate an executive committee and other committees, each consisting
of one (1) or more Directors. Each committee (including the members
thereof) shall serve at the pleasure of the Board of Directors and
shall keep minutes of its meetings and report the same to the Board of
Directors. The Board of Directors may designate one or more Directors
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as alternate members of any committee. Alternate members may replace
any absent or disqualified member or members at any meeting of a
committee. In addition, in the absence or disqualification of a member
of a committee, if no alternate member has been designated by the Board
of Directors, the members present at any meeting and not disqualified
from voting, whether or not they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting
in the place of the absent or disqualified member.
Except as limited by the laws of the State of Nevada, each
committee, to the extent provided in the resolution establishing it,
shall have and may exercise all the powers and authority of the Board
of Directors with respect to all matters.
Section 13. Operation of Committees. A majority of all the members
of a committee shall constitute a quorum for the transaction of
business, and the vote of a majority of all the members of a committee
present at a meeting at which a quorum is present shall be the act of
the committee. Each committee shall adopt whatever other rules of
procedure it determines for the conduct of its activities.
Section 14. Consent to Action. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee may
be taken without a meeting if all members of the Board of Directors 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 of Directors or committee.
Section 15. Meetings Held Other Than in Person. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, members of
the Board of Directors or any committee may participate in a meeting of
the Board of Directors or committee, as the case may be, 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 shall constitute presence in person at the meeting.
Section 16. Compensation of Directors. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the
Board, a fixed sum and expenses of attendance, if any, may be allowed
for the attendance at each regular or special meeting of the Board;
however nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and
receiving compensation therefore.
ARTICLE V
Officers
Section 1. Number, Election and Term of Office. The officers of the
Corporation shall be a President, a Treasurer, and a Secretary, and may
at the discretion of the Board of Directors include a Chief Executive
Officer, a Chief Financial Officer, Chairman of the Board and one or
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more Vice Presidents, Director of Corporate Development, General
Managers, Assistant Treasurers and Assistant Secretaries. The officers
of the Corporation shall be elected annually by the Board of Directors
at its meeting held immediately after the Annual Meeting of the
stockholders, and shall hold their respective offices until their
successors are duly elected and qualified. Any two (2) or more offices
may be held by the same person. The Board of Directors may from time to
time appoint such other officers and agents as the interests of the
Corporation may require and may fix their duties and terms of office.
Any officer may devote less than one hundred percent (100%) of his or
her working time to his or her activities as such.
Section 2. The President. The President shall be the chief executive
and operating officer of the Corporation, and shall preside at all
meetings of the stockholders and of the Board of Directors. The
President shall have general and active management of the business and
affairs of the Corporation, subject to the control of the Board, shall
see that all orders and resolutions of the Board are effectuated, and
shall have such other powers and duties as the Board assigns to him.
He shall ensure that the books, reports, statements, certificates and
other records of the Corporation are kept, made or filed in accordance
with the laws of the State of Nevada. He shall cause to be called
regular and special meetings of the stockholders and of the Board of
Directors in accordance with these Bylaws. He may sign, execute and
deliver in the name of the Corporation all deeds, mortgages, bonds,
contracts or other instruments authorized by the Board of Directors,
except in cases where the signing, execution or delivery thereof shall
be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation or where required by law
to be otherwise signed, executed or delivered. He may sign, jointly
with the Secretary, an Assistant Secretary, the Treasurer, or an
Assistant Treasurer, certificates of stock of the Corporation. He
shall appoint and remove, employ and discharge, and fix the
compensation of all servants, agents, employees and clerks of the
Corporation other than the duly elected or appointed officers, subject
to the approval of the Board of Directors. In addition to the powers
and duties expressly conferred upon him by these Bylaws, he shall,
except as otherwise specifically provided by the laws of the State of
Nevada, have such other powers and duties as shall from time to time be
assigned to him by the Board of Directors.
Section 3. The Vice President. There may be such Vice Presidents as the
Board of Directors shall determine from time to time, with duties
determined by the Board of Directors. If there is only one Vice
President appointed by the Board, he shall perform, in the absence or
disability of the President, the duties and exercise the powers of the
President and shall have such other powers and duties as the Board or
the President assigns to him.
Section 4. The Secretary. The Secretary may sign all certificates of
stock of the Corporation jointly with the President. He shall record
all the proceedings of the meetings of the stockholders and the Board
of Directors of the Corporation in the books to be kept for that
purpose. He shall have safe custody of the seal of the Corporation and,
when authorized by the Board, he shall affix the same to any corporate
instrument, and when so affixed he may attest the same by his
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signature. He shall keep the transfer books, in which all transfers of
the capital stock of the Corporation shall be registered, and the stock
books, which shall contain the names and addresses of all holders of
the capital stock of the Corporation and the number of shares held by
each. He shall keep the stock and transfer books available during
business hours for inspection by any stockholder and for the transfer
of stock. He shall notify the Directors and stockholders of the
respective meetings as required by law or by these Bylaws of the
Corporation. He shall have and perform such other powers and duties as
may be required by law or the Bylaws of the Corporation, or which the
Board or the President may assign to him from time to time.
Section 5. Assistant Secretaries. The Assistant Secretaries shall,
during the absence or incapacity of the Secretary, assume and perform
all functions and duties which the Secretary might lawfully do if
present and not under any incapacity.
Section 6. The Treasurer. Subject to the control of the Board, the
Treasurer shall have the care and custody of the corporate funds and
the books relating thereto. He shall perform all other duties incident
to the office of Treasurer. He shall have such other powers and duties
as the Board or the President assigns to him from time to time. He
shall keep full and accurate accounts of all receipts and disbursements
of the Corporation in books belonging to 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 shall disburse the funds of the Corporation
as may be ordered by the Board, and shall render to the President or
the Directors, whenever they may require it, an account of all his
transactions as Treasurer and an account of the business and financial
position of the Corporation. The Treasurer shall be the "Treasurer" for
purposes of the laws of the State of Nevada.
Section 7. Assistant Treasurers. The Assistant Treasurers shall,
during the absence or incapacity of the Treasurer, assume and perform
all functions and duties which the Treasurer might lawfully do if
present and not under any incapacity.
Section 8. Transfer of Duties. The Board of Directors may transfer
the power and duties, in whole or in part, of any officer to any other
officer, or other persons, notwithstanding the provisions of these
Bylaws, except as otherwise provided by the laws of the State of
Nevada.
Section 9. Removals. Subject to his or her earlier death, resignation
or removal as hereinafter provided, each officer shall hold his or her
office until his or her successor shall have been duly elected and
shall have qualified. Any officer or agent of the Corporation may be
removed from office at any time, with or without cause, by the
affirmative vote of a majority of the entire Board, at a meeting of the
Board of Directors called for that purpose.
Section 10. Resignations. Any officer or agent of the Corporation
may resign at any time by giving written notice of his or her
resignation to the Board of Directors or to the President or Secretary
of the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall
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not be specified therein, immediately upon its receipt, and, unless
otherwise specified therein, the acceptance of a resignation shall not
be necessary to make it effective.
Section 11. Vacancies. If the office of President, Secretary or
Treasurer becomes vacant for any reason, the Board of Directors shall
choose a successor to hold such office for the unexpired term. If any
other officer or agent becomes vacant for any reason, the Board of
Directors may fill the vacancy, and each officer so elected shall serve
for the remainder of his or her predecessor's term.
Section 12. Compensation of Officers. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
ARTICLE V
Contracts, Checks and Notes
Section 1. Contracts. Unless the Board of Directors shall otherwise
specifically direct, all contracts of the Corporation shall be executed
in the name of the Corporation by the President, Vice President or
chief executive officer of the Corporation.
Section 2. Checks and Notes. All negotiable instruments of the
Corporation shall be signed by such officers or agents of the
Corporation as may be designated by the Board of Directors.
ARTICLE VI
Provisions Relating to Stock
Certificates and Stockholders
Section 1. Certificates of Stock. Certificates for the Corporation's
capital stock shall be in such form as required by law and as approved
by the Board. Each certificate shall be signed in the name of the
Corporation by the President or any Vice President and by the
Secretary, the Treasurer or any Assistant Secretary or any Assistant
Treasurer and shall bear the seal of the Corporation or a facsimile
thereof. If any certificate is countersigned by a transfer agent or
registered by a registrar, other than the Corporation or its employees,
the signature of any officer of the Corporation may be a facsimile
signature. In case any officer, transfer agent or registrar who shall
have signed or whose facsimile signature was placed on any certificate
shall have ceased to be such officer, transfer agent or registrar
before the certificate shall be issued, it may nevertheless 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.
Section 2. Lost Certificates, etc. The Corporation may issue a new
certificate for shares in place of any certificate theretofore issued
by it, alleged to have been lost, mutilated, stolen or destroyed, and
the Board may require the owner of the lost, mutilated, stolen or
destroyed certificate, or his legal representatives, to make an
affidavit of that fact and to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made
against the Corporation on account of the alleged loss, mutilation,
theft or destruction of the certificate or the issuance of a new
certificate.
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Section 3. Transfer of Stock. 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, assignment or
authority to transfer, the Corporation shall issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 4. Record Date. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to or
dissent from any proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any dividend or
other distribution or the allotment of any rights, or for the purpose
of any other action, the Board may fix in advance, a record date, which
shall be not more than sixty (60) nor less than ten (10) days before
the date of any such meeting, nor more than sixty (60) days prior to
any other action.
Section 5. Registered Stockholders. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to, or interest in, such share
or shares by any other person, whether or not it shall have notice
thereof, except as expressly provided by the laws of the State of
Nevada.
ARTICLE VII
General Provisions
Section 1. Dividends. To the extent permitted by law, the Board
shall have full power and discretion, subject to the provisions of the
Articles of Incorporation of the Corporation and the terms of any other
corporate document or instrument binding upon the Corporation, to
determine what, if any, dividends or distributions shall be declared
and paid or made. Dividends may be paid in cash, in property, or in
shares of capital stock, subject to the provisions of the Articles of
Incorporation. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sums
as the Directors 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 think conducive to the interests of the Corporation.
The Directors may modify or abolish any such reserve in the manner in
which it was created.
Section 2. Seal. The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Nevada."
Section 3. Fiscal Year. The fiscal year of the Corporation shall be
end on September 30.
Section 4. Voting Shares in Other Corporations. Unless otherwise
directed by the Board, shares in other corporations which are held by
the Corporation shall be represented and voted only by the President or
by a proxy or proxies appointed by him or her.
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Section 5. Indemnification.
(a) The Corporation shall indemnify any person who was, or is
threatened to be made, a party to a proceeding (as hereinafter defined)
by reason of the fact that he or she (i) is or was a director, officer,
employee or agent of the Corporation, or (ii) while a director,
officer, employee or agent of the Corporation, is or was serving at the
request of the Corporation as a director, officer, employee, agent or
similar functionary of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted under the
Revised Statutes of the State of Nevada, as the same exists or may
hereafter be amended. Such right shall be a contract right and as such
shall run to the benefit of any director or officer who is elected and
accepts the position of director or officer of the Corporation or
elects to continue to serve as a director or officer of the
Corporation while this Article VII is in effect. The rights conferred
above shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, bylaw, resolution of
stockholders or directors, agreement or otherwise.
(b) As used herein, the term "proceeding" means any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, any appeal in such an
action, suit or proceeding and any inquiry or investigation that could
lead to such an action, suit or proceeding.
(c) A director or officer of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director or officer, except
for liability (i) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (ii) for the
payment of distributions in violation of the Revised Statutes of the
State of Nevada. Any repeal or amendment of this Article VII by the
shareholders of the Corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a
director or officer of the Corporation arising from an act or omission
occurring prior to the time of such repeal or amendment. In addition to
the circumstances in which a director or officer of the Corporation is
not personally liable as set forth in the foregoing provisions of this
Article VII, a director or officer shall not be liable to the
Corporation or its stockholders to such further extent as permitted by
any law hereafter enacted, including, without limitation, any
subsequent amendment to the Revised Statutes of the State of Nevada.
ARTICLE VIII
Amendments
These Bylaws may be adopted, altered, amended or repealed or new Bylaws
may be adopted by the stockholders, or by the Board of Directors by the
Articles or Incorporation, at any regular meeting of the stockholders
or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws be contained in the notice
of such special meeting. If the power to adopt, amend or repeal Bylaws
is conferred upon the Board of Directors by the Articles of
Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.
/s/Lecia L. Walker Date: August 21, 2009
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Lecia L. Walker - President