BYLAWS
OF
ENDOVASC, INC.
ARTICLE I
Offices
The principal executive office of Endovasc, Inc. (the "Corporation") shall
be at 15001 Walden Road, Suite 201, Montgomery, Texas. The Corporation may also
have offices at such other places within or without the State of Nevada, as the
board of directors shall from time to time determine.
ARTICLE II
Stockholders
SECTION 1. Place of Meetings. All annual and special meetings of
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stockholders shall be held at the principal executive office of the Corporation
or at such other place within or without the State of Nevada as the board of
directors may determine and as designated in the notice of such meeting.
SECTION 2. Annual Meetings. A meeting of the stockholders of the
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Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually at such date and time as the
board of directors may determine.
SECTION 3. Special Meetings. Special meetings of the stockholders of the
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Corporation for any purpose or purposes may be called at any time by the board
of directors of the Corporation, or by a committee of the board of directors
which as been duly designated by the board of directors and whose powers and
authorities, as provided in a resolution of the board of directors or in the
Bylaws of the Corporation, include the power and authority to call such meetings
but such special meetings may not be called by another person or persons.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
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conducted in accordance with these Bylaws or as otherwise prescribed by the
board of directors. The chairman or the chief executive officer of the
Corporation shall preside at such meetings.
SECTION 5. Notice of Meeting. Written notice stating the place, day and
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hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be mailed by the secretary or
the officer performing his duties, not less than ten days nor more than sixty
days before the meeting to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books or records of the Corporation as of the
record date prescribed in Section 6 of this Article II, with postage thereon
prepaid. If a
stockholder be present at a meeting, or in writing waives notice thereof before
or after the meeting, notice of the meeting to such stockholder shall be
unnecessary.
SECTION 6. Fixing of Record Date. For the purpose of determining
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stockholders entitled to notice of or to vote at any meeting of stockholders, or
any adjournment thereof, or entitled to express consent to a corporate action in
writing without a meeting, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose, the
board of directors shall fix in advance a date as the record date for any such
determination of stockholders. Such date in any case shall be not more than
sixty days, and in case of a meeting of stockholders, not less than ten days
prior to the date on which the particular action, requiring such determination
of stockholders, is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or entitled to express consent to a corporate action in writing
without a meeting, or entitled to receive payment of a dividend or other
distribution, or for any other proper purpose, the close of business on the day
next preceding the date on which notice of the meeting is mailed or if notice is
waived, the close of business on the day next preceding the day on which the
meeting is held or the date on which the resolution of the board of directors
declaring such dividend or relating to such other proper purpose is adopted, as
the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this Section 6, such
determination shall apply to any adjournment thereof; provided that the board of
directors may fix a new record date for the adjourned meeting.
SECTION 7. Voting Lists. The officer or agent having charge of the stock
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transfer books for shares of the Corporation shall make, at least ten days
before each meeting of stockholders, a complete record of the stockholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each. The record, for a period of ten days
before such meeting, shall be kept on file at the principal executive office of
the Corporation, whether within or outside the State of Nevada, and shall be
subject to inspection by any stockholder for any purpose germane to the meeting
at any time during usual business hours. Such record shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder for any purpose germane to the meeting during the
whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the stockholders entitled to examine such record or
transfer books or to vote at any meeting of stockholders.
SECTION 8. Quorum. Unless otherwise provided in the Corporation's
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Articles of Incorporation or applicable law, the holders of a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of the stockholders. If, however, a quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement of location,
day and hour of the adjourned meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
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represented, any business may be transacted which might have been transacted at
the meeting as originally notified, unless the adjournment is for more than 30
days or if after the adjournment a new record date is fixed for the adjourned
meeting, in which case notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at such meeting. The stockholders
present at a duly organized meeting may continue to transact business until
adjournment, and the subsequent withdrawal of any stockholder or the refusal of
any stockholder to vote shall not affect the presence of quorum at the meeting.
SECTION 9. Proxies. At all meetings of stockholders, a stockholder may
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vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy shall be valid
after seven years from the date of its execution unless otherwise provided in
the proxy.
SECTION 10. Voting. Except with respect to the election of directors, the
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vote of the holders of a majority of the shares entitled to vote and represented
in person or by proxy at a meeting at which a quorum is present shall be the act
of the stockholders' meeting, unless the vote of a greater number is required by
law or the Corporation's Articles of Incorporation. Directors shall be elected
by a plurality of the votes of the shares entitled to vote in] the election of
directors [and represented in person or by proxy at a meeting at which a quorum
is present, unless a greater number is required by law or the Corporation's
Articles of Incorporation. Where a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the affirmative vote of the
majority of shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class. The board of directors, in
its discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall be cast by written ballot.
Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of the stockholders, except to the extent that
the voting rights of the shares of any class are expanded, limited or denied by
the Corporation's Articles of Incorporation or by a resolution of the board of
directors designating a series of preferred stock. At each election for
directors, every stockholder entitled to vote at such election shall have the
right to vote the number of shares owned by him for as many persons as there are
directors to be elected and for whose election he has the right to vote. Unless
permitted by the Corporation's Articles of Incorporation, no stockholder shall
be entitled to cumulate his votes in an election of directors.
SECTION 11. Action by Written Consent Without a Meeting. Any action
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required or permitted by law, the Corporation's Articles of Incorporation or
these Bylaws to be taken at a meeting of the stockholders may be taken without a
meeting, without prior notice, and without a vote, if a consent in writing,
setting forth the action so taken,
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is signed by the holders of stock having not less than the minimum number of
votes that would be necessary to take such action at a meeting at which the
holders of all shares entitled to vote on the action were present and voting.
Consent does not have to be unanimous. Every written consent must bear the date
of signature of each stockholder who signs the consent. No written consent shall
be effective to take the action that is the subject of the consent unless,
within 60 days after the date of the earliest dated consent delivered to the
Corporation in the manner required by this Section 11, a consent or consents
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the Corporation by delivery to its registered
office, its principal place of business, or an officer or agent of the
Corporation having custody of the books in which proceedings of meetings of
stockholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the Corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
Corporation. Prompt notice of the taking of any action by stockholders without a
meeting by less than unanimous written consent shall be given to those
stockholders who did not consent in writing to the action.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
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shall be managed by or under the direction of the board of directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Corporation's Articles of Incorporation
or by these Bylaws directed or required to be exercised and done by the
stockholders.
SECTION 2. Number, Term and Election. The number of directors of the
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Corporation shall be such number, not less than one, as shall be provided from
time to time in a resolution adopted by the board of directors, provided that no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director, and provided further that no action shall be taken to
decrease or increase the number of directors from time to time unless at least
two-thirds of the directors then in office shall concur in said action.
SECTION 3. Regular Meetings. A regular meeting of the board of directors
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shall be held at such time and place as shall be determined by resolution of the
board of directors without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the board of directors
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may be called by or at the request of the chairman, the chief executive officer
or two-thirds of the directors. The person calling the special meeting of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by such persons.
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Members of the board of the directors may participate in special meetings
by means of telephone conference or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.
SECTION 5. Notice. Written notice of any special meeting shall be given
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to each director by mail, at least two days previous thereto, by facsimile,
telephone or telegraph, one day previous thereto, or on such shorter notice as
the person or persons calling such notice may deem necessary or appropriate in
the circumstances. Any director may waive notice of any meeting by a writing
filed with the secretary. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.
SECTION 6. Quorum. A majority of the total number of directors shall
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constitute a quorum for the transaction of business at any meeting of the board
of directors, but if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time. Notice of
any adjourned meeting shall be given in the same manner as prescribed by Section
5 of this Article III.
SECTION 7. Manner of Acting. The act of the majority of the directors
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present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by these Bylaws, the
Corporation's Articles of Incorporation, or the General Corporation Law of the
State of Nevada.
SECTION 8. Action Without a Meeting. Any action required or permitted to
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be taken at a meeting of the board of directors or any committee thereof may be
taken without a meeting if a consent in writing setting forth the action so
taken is signed by all members of the board of directors or of the committee, as
the case may be, and the writing or writings are filed with the minutes or
proceedings of the board or committee.
SECTION 9. Resignation. Any director may resign at any time by sending a
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written notice of such resignation to the home office of the Corporation
addressed to the chairman. Unless otherwise specified therein, such resignation
shall take effect upon receipt thereof by the chairman.
SECTION 10. Vacancies. Any vacancy occurring on the board of directors
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shall be filled in accordance with the provisions of the Corporation's Articles
of Incorporation. Any directorship to be filled by reason of an increase in the
number of directors may be filled by the affirmative vote of a majority of the
directors then in office, though less than a quorum, or by election at an annual
meeting or at a special meeting of the stockholders held for that purpose. The
term of such director shall be in accordance with the provisions of the
Corporation's Articles of Incorporation.
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SECTION 11. Compensation. Directors, as such, may be paid their expenses,
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if any, of attendance at each meeting, and receive compensation for service on
the board of directors. Members of either standing or special committees may be
allowed such compensation as the board of directors may determine.
SECTION 12. Interested Directors. No contract or transaction between the
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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 its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors or committee thereof which
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 or their
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 votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their 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; (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; or (iv) the material facts as to his or
their relationship or interest and as to the contract or transaction is not
known to the director or officer at the time the transaction is brought before
the board of directors or committee of the Corporation for action. 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 which authorizes the
contract or transaction.
ARTICLE IV
Committees of the Board of Directors
The board of directors may, by resolution passed by a majority of the whole
board, designate one or more committees, as they may determine to be necessary
or appropriate for the conduct of the business of the Corporation, and may
prescribe the duties, constitution and procedures thereof. Each committee shall
consist of one or more directors of the Corporation appointed by the chairman.
The board of directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.
Any member of any such committee may resign at any time by giving notice to
the Corporation; provided, however, that notice to the board, the chairman of
the board, the chief executive officer, the chairman of such committee, or the
secretary shall be deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective. Any member of any such
committee may be removed at any time, either with
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or without cause, by the affirmative vote of a majority of the authorized number
of directors at any meeting of the board.
All committees shall keep regular minutes of its proceedings and report the
same to the board of directors when required. To the extent applicable, the
provisions of Article III of these Bylaws governing the meetings of the board of
directors shall likewise govern the meetings of any committee thereof.
ARTICLE V
Officers
SECTION 1. Positions. The officers of the Corporation shall be a
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president, a secretary and a treasurer, each of whom shall be elected by the
board of directors. The board of directors may also elect or authorize the
appointment of such other officers as the business of the Corporation may
require. The officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine. In the absence
of action by the board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices. Any two or more
offices may be held by the same person.
SECTION 2. Election and Term of Office. The officers of the Corporation
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shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible. Each officer shall hold office until his successor
shall have been duly elected and qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
Election or appointment of an officer, employee or agent shall not of
itself create contract rights. The board of directors may authorize the
Corporation to enter into an employment contract with any officer in accordance
with state law; but no such contract shall impair the right of the board of
directors to remove any officer at any time in accordance with Section 3 of this
Article V.
SECTION 3. Removal. Any officer may be removed at any time, with or
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without cause, by the vote of a majority of the board of directors.
SECTION 4. Vacancies. A vacancy in any office because of death,
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resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall be fixed
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from time to time by the board of directors, and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.
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ARTICLE VI
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. To the extent permitted by applicable law, and
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except as otherwise prescribed by the Corporation's Articles of Incorporation or
these Bylaws, the board of directors or a duly authorized committee thereof may
authorize any officer, employee, or agent of the Corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation. Such authority may be general or confined to specific
instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
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Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or confined
to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for
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the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees or
agents of the Corporation in such manner, including in facsimile form, as shall
from time to time be determined by resolution of the board of directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed
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shall be deposited from time to time to the credit of the Corporation in any of
its duly authorized depositories as the board of directors may select.
ARTICLE VII
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares. The shares of the Corporation shall
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be represented by Certificates signed by the chairman of the board of directors
or the president or a vice president and by the treasurer or an assistant
treasurer or the secretary or an assistant secretary of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile thereof. Any or all
of the signatures upon a Certificate may be facsimiles. If any officer who has
signed or whose facsimile signature has been placed upon such Certificate shall
have ceased to be such officer before the Certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of its issue.
SECTION 2. Transfer of Shares. Transfer of shares of capital stock of the
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Corporation shall be made only on its stock transfer books. Authority for such
transfer shall be given only to the holder of record thereof or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Corporation. Such transfer shall be made only on surrender for cancellation
of the Articles for such shares. The person in whose name shares of capital
stock stand on the books of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.
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SECTION 3. Lost Certificates. The board of directors may direct a new
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Certificate to be issued in place of any Certificate 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,
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 his legal representative, 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 with respect to the Certificate alleged to have been lost, stolen,
or destroyed.
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall be established by the board of
directors.
ARTICLE IX
Dividends
Dividends upon the stock of the Corporation, subject to the provisions of
the Corporation's Articles of Incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in the Corporation's own stock.
ARTICLE X
Indemnification
SECTION 1. Power to Indemnify in Actions, Suits or Proceedings Other Than
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Those by or in the Right of the Corporation. Subject to Section 3 of this
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Article X, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was a director or officer of the Corporation serving at the request of the
Corporation as a director or officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
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Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
SECTION 2. Power to Indemnify in Actions Suits or Proceedings by or in the
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Right of the Corporation. Subject to Section 3 of this Article X, the
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Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
SECTION 3. Authorization of Indemnification. Any indemnification under
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this Article X (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director or officer is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in Section 1 or Section 2 of this
Article X, as the case may be. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders. To the extent, however, that a director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith, without the necessity of authorization in the specific case.
SECTION 4. Good Faith Defined. For purposes of any determination under
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Section 3 of this Article X, a person shall be deemed to have acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe his conduct was
unlawful, if his or her action is based on the records or books of account of
the Corporation or another enterprise, or on information supplied to him or her
by the officers of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an
appraiser or
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other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise of which such person is or was serving at the request
of the Corporation as a director, officer, employee or agent. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Sections 1 or 2 of this Article X, as the case
may be.
SECTION 5. Indemnification by a Court. Notwithstanding any contrary
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determination in the specific case under Section 3 of this Article X, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of Nevada
for indemnification to the extent otherwise permissible under Sections 1 and 2
of this Article X. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because he or she has met the applicable standards
of conduct set forth in Sections 1 or 2 of this Article X, as the case may be.
Neither a contrary determination in the specific case under Section 3 of this
Article X nor the absence of any determination thereunder shall be a defense to
such application or create a presumption that the director or officer seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application. If successful, in
whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.
SECTION 6. Expenses Payable in Advance. Expenses incurred by a director
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or officer in defending or investigating a threatened or pending action, suit or
proceeding shall 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 he or she is not entitled to be indemnified by the
Corporation as authorized in this Article X.
SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses.
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The indemnification and advancement of expenses provided by or granted pursuant
to this Article X shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any Bylaw, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, it being the policy
of the Corporation that indemnification of the persons specified in Sections 1
and 2 of this Article X shall be made to the fullest extent permitted by law.
The provisions of this Article X shall not be deemed to preclude the
indemnification of any person who is not specified in Sections 1 or 2 of this
Article X, but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Nevada, or
otherwise.
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SECTION 8. Insurance. The Corporation may purchase and maintain insurance
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on behalf of any person who is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power or the
obligation to indemnify him or her against such liability under the provisions
of this Article X.
SECTION 9. Certain Definitions. For purposes of this Article X,
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references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Article X with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued. For purposes
of this Article X, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article X.
SECTION 10. Survival of Indemnification and Advancement of Expenses. The
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indemnification and advancement of expenses provided by, or granted pursuant to,
this Article X shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
SECTION 11. Limitation on Indemnification. Notwithstanding anything
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contained in this Article X to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by Section 5 of this Article
X), the Corporation shall not be obligated to indemnify any director or officer
in connection with a proceeding (or part thereof) initiated by such person
unless such proceeding (or part thereof) was authorized or consented to by the
Board of Directors of the Corporation.
SECTION 12. Indemnification of Employees and Agents. The Corporation may,
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to the extent authorized from time to time by the Board of Directors, provide
rights to
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indemnification and to the advancement of expenses to employees and agents of
the Corporation similar to those conferred in this Article X to directors and
officers of the Corporation.
ARTICLE XI
Corporate Seal
The corporate seal shall have inscribed thereon the name of the Corporation
and may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.
ARTICLE XII
Amendments
In accordance with the Corporation's Articles of Incorporation, these
Bylaws may be repealed, altered, amended or rescinded by the stockholders of the
Corporation or the board of directors; provided that notice of such repeal,
alteration, amendment or rescission be contained in the notice of such meeting
of stockholders or the board of directors, as the case may be. All such action
must be approved by either the holders of not less than a majority of the
outstanding shares of capital stock of the Corporation entitled to vote thereon
or by two thirds of the entire board of directors, in each case at a legal
meeting held in accordance with the provisions of these Bylaws.
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