ARTICLES OF INCORPORATION
OF
CALIFORNIA MOLECULAR ELECTRONICS CORP.
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, have this day
associated ourselves together for the purpose of forming a corporation under and
pursuant to the laws of the State of Arizona, and for that purpose hereby adopt
the following Articles of Incorporation:
ARTICLE I
The name of the corporation is: California Molecular Electronics Corp.
ARTICLE II
The purpose for which this corporation is organized is the transaction of any
and all lawful business for which corporations may be incorporated under the
laws of the State of Arizona, as they may be amended from time to time.
ARTICLE III
The corporation initially intends to conduct the business of the development of
advanced technology and products for the electronics industry based on the
quantum electronic behavior of suitable organic molecules.
ARTICLE IV
The corporation shall have the authority to issue twenty million (20,000,000)
shares of no par value common capital stock.
Each issued and outstanding share of common stock will entitle the holder
thereof to one (1) vote on any matter submitted to a vote of or for consent of
the shareholders.
ARTICLE V
The initial Board of Directors shall consist of two (2) Directors. The persons
who are to serve as Directors, and the offices they are to hold, until the first
Annual Meeting of Shareholders or until their successors are elected and
qualify, are:
Jon N. Leonard, President Nadine J. Leonard, Secretary
13924 N. Green Tree Drive 13924 N. Green Tree Drive
Tucson, AZ 85737 Tucson, AZ 85737
The minimum and maximum number of Directors who shall from time to time serve
the corporation shall be set forth in the Bylaws of the corporation.
ARTICLE VI
This corporation shall indemnify any person who incurs expense by reason of such
person acting as an officer, Director, employee, or agent of this corporation.
This indemnification shall be mandatory in all circumstances in which
indemnification is permitted by law.
ARTICLE VII
The incorporators of the corporation are:
Jon N. Leonard, President Nadine J. Leonard, Secretary
13924 N. Green Tree Drive 13924 N. Green Tree Drive
Tucson, AZ 85737 Tucson, AZ 85737
All powers, duties, and responsibilities of the incorporators shall cease at the
time of delivery of these Articles of Incorporation to the Arizona Corporation
Commission for filing.
ARTICLE VIII
The name of the initial Statutory Agent is Ernest B. Leonard, whose address is
14010 N. Fawnbrooke Drive, Tucson, AZ 85737, and who has been a bona fide
resident of the State of Arizona for more than three (3) years past.
ARTICLE IX
The private property of the shareholders, Directors, and officers of this
corporation shall be exempt from all corporate debts or liabilities for
corporate debts.
IN WITNESS WHEREOF, we the undersigned have hereunto signed our names this
______day of ________ in the year ________.
______________________________________
Incorporator
______________________________________
Incorporator
1, Ernest B. Leonard, having been designated to act as Statutory Agent, hereby
consent to act in that capacity until removal or resignation is submitted in
accordance with the Arizona Revised Statutes.
______________________________________
Statutory Agent
BYLAWS OF
CALIFORNIA MOLECULAR ELECTRONICS CORP. ~ CALMEC
ARTICLE I
OFFICES AND CORPORATE SEAL
1.01 PLACE OF BUSINESS
In addition to its known place of business, which shall be the office of
its Statutory Agent, the corporation shall maintain a principal office in Pima
County, Arizona.
1.02 OTHER PLACES OF BUSINESS
The corporation may also maintain offices at such other place or places,
either within or without the State of Arizona, as may be designated from time to
time by the Board of Directors, and the business of the corporation may be
transacted at such other offices with the same effect as that conducted at the
principal office.
1.03 CORPORATE SEAL
A corporate seal shall not be requisite to the validity of any instrument
executed by or on behalf of this corporation, but nevertheless if in any
instance a corporate seal be used, the same shall be, at the pleasure of the
officer affixing the same, either (a) a circle having on the circumference
thereof "California Molecular Electronics Corp." and in the center "Incorporated
1997 Arizona," or (b) a circle containing the words "Corporate Seal" on the
circumference thereof, and in the center "Arizona."
ARTICLE II
SHAREHOLDERS
2.01 PLACE OF MEETINGS
All meetings of shareholders shall be held at such place as may be fixed
from time to time by the Board of Directors, or in the absence of direction by
the Board of Directors, by the President or Secretary of the corporation, either
within or without the State of Arizona, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
2.02 ANNUAL MEETINGS
Annual meetings of shareholders shall be held during the last month of the
fiscal year each year or at such date and time as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting. At
the annual meeting, shareholders shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting.
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2.03 NOTICE OF ANNUAL MEETING
Written notice of the annual meeting stating the place, date, and hour of
the meeting shall be given to each shareholder of record entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting. Shareholders entitled to vote at the meeting shall be
determined as of 4:00 P.M. on the day before notice of the meeting is sent.
2.04 SHAREHOLDERS ENTITLED TO VOTE
The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of the
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address and the number
of shares registered in the name of each shareholder. Such list shall be open
to the examination of any shareholder, 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 within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the principal corporate office. 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 shareholder present.
2.05 SPECIAL MEETINGS
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the Articles of Incorporation, may be
called by the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors, or at the request in
writing of shareholders owning a majority in amount of the entire capital stock
of the corporation issued, outstanding, and entitled to vote. Such request
shall state the purpose or purposes as well as the time and date of the proposed
meeting.
2.06 NOTICE OF SPECIAL MEETING
Written notice of a special meeting stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called shall be
given not less than ten (10) nor more than fifty (50) days before the date of
the meeting to each shareholder of record entitled to vote at such meeting.
Business transacted at any special meeting of shareholders shall be limited to
the purposes stated in the notice. Shareholders entitled to vote at the meeting
shall be determined as of 4:00 P.M. on the day before notice of the meeting is
sent.
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2.07 QUORUM
The holders of a majority of the shares issued, outstanding, and entitled
to vote at the meeting, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting, present in person or represented by proxy, the President, or if he
or she is not present, the Secretary, shall have power to adjourn the meeting
and to reconvene it at another time or place, without notice of reconvenement
other than announcement at the meeting at which adjournment is taken, until a
quorum shall be present or represented. At such reconvened meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the reconvened meeting, a notice of the reconvened
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
2.08 AUTHORITY OF QUORUM
When a quorum is present at any meeting, the vote of the holders of a
majority of the voting power present, whether in person or represented by proxy,
shall decide any question brought before such meeting, unless the question is
one upon which, by express provision of the statutes of the State of Arizona or
of the Articles of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
2.09 VOTING AND PROXIES
At every meeting of the shareholders, each shareholder shall be entitled to
one vote in person or by proxy for each share of the capital stock having voting
power held by such shareholder, but no proxy shall be voted or acted upon after
eleven (11) months from its date, unless the proxy provides for a longer period.
2.10 ACTION WITHOUT MEETING
Any action required or permitted to be taken at any annual or special
meeting of shareholders 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 by the holders of all of the outstanding shares entitled to vote
with respect to the subject matter of the action.
2.11 WAIVER OF NOTICE
Attendance of a shareholder at a meeting shall constitute waiver of notice
of such meeting, except when such attendance at the meeting is for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Any shareholder may waive notice of any annual
or special meeting of shareholders by executing a written notice of waiver
either before or after the meeting.
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2.12 LIMITATION ON TRANSFER OF SHARES
Until such time as that common stock of the corporation that is held by a
holder shall have been registered for sale in accordance with the Securities Act
of 1933, no holder of such stock shall have the right or power to encumber,
hypothecate, transfer, pledge, sell, or otherwise dispose of any of the shares
of the common stock of the corporation, and unless such transfer be accomplished
by right of inheritance or by operation of law, no transfer, pledge, sale, or
other disposition thereof shall be valid and effective until the shares of
common stock proposed to be transferred are first offered for sale to the
corporation for the price at which and under the terms on which such shares are
proposed to be sold as evidenced by a bona fide offer to purchase. Such offer
to the corporation shall be made in writing, signed by such shareholder, and
sent by certified or registered mail, return receipt requested, to the Secretary
of the corporation at its principal place of business, and such offer shall
remain open for acceptance by the corporation for a period of sixty (60) days
from the date of mailing such offer.
The corporation shall have the right to accept all or any part of the
shares of such offer. If the corporation elects to accept some amount of shares
of such offer, then on or before the sixtieth (60th) day following the date the
offer was mailed to the corporation, the corporation shall advise the selling
shareholder by certified or registered mail, return receipt requested, of the
amount so accepted and deliver to him or her anything necessary to effectuate
such acceptance under the terms of the offer.
A reference to this section of these Bylaws and the effect of the
provisions contained herein shall be printed upon each certificate for common
stock issued by the corporation and these provisions shall thereupon be a part
thereof and binding upon each and every owner thereof regardless of how such
common stock may be acquired. These provisions shall be binding also upon any
executor, administrator, or other legal representative of any holder of common
stock in case of the transfer, pledge, or sale of any shares of common stock by
any of these persons. In the event that the provisions of this Article 2.12 of
the Bylaws conflicts with the terms or provisions of any written agreement
between this corporation and its shareholders, the terms and provisions of that
agreement shall prevail over the terms of this Article 2.12.
ARTICLE III
DIRECTORS
3.01 NUMBER AND ELECTION
The number of Directors may be increased or decreased from time to time by
resolution of the Board of Directors, or by resolution at an annual meeting of
shareholders or by a special meeting of shareholders duly called for that
purpose, or as provided in Section 3.02 of this Article, but shall not be less
than one nor more than thirty. Each Director elected shall hold office until
his or her successor is elected and qualified. Directors need not be
shareholders.
3.02 VACANCIES
Vacancies and newly created directorships resulting from any increase in
the authorized number of Directors may be filled by the affirmative vote of a
majority of the remaining Directors then in office, though not less than a
quorum, or by a sole remaining Director, and the Directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, unless sooner displaced. If there are no Directors in
office, then an election of Directors may be held in the manner provided by
statute
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3.03 DUTIES OF BOARD
It shall be the duty of the Board of Directors to control and manage the
property and business of the corporation, and to appoint from its own membership
or otherwise the officers of the corporation who may serve under written or oral
contract at the pleasure of the Board. The Board shall have power to enter into
written contracts with officers for terms extending beyond their own terms of
office. Generally, and without limitation, the Board shall have the power and
shall operate the business of the corporation in a prudent and careful manner to
the best interests of the stockholders. The authority of the Board shall
include the authority to authorize the issuance of stock, the power to fill
vacancies on the Board and the power to increase the maximum or minimum size of
the Board of Directors by appropriate amendment to these Bylaws.
3.04 PLACE OF MEETING
The Board of Directors of the corporation may hold meetings, both regular
and special, either within or without the State of Arizona.
3.05 FIRST MEETING OF BOARD OF DIRECTORS
The first meeting of each newly elected Board of Directors shall be held
immediately following the annual meeting of shareholders and in the same place
as the annual meeting of shareholders, and no notice to the newly elected
directors of such meeting shall be necessary in order legally to hold the
meeting, providing a quorum shall be present. In the event such meeting is not
held, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver by all of the Directors.
3.06 REGULAR MEETINGS
Regular meetings of the Board of Directors may be held without notice at
such time and at such place as shall from time to time be determined by the
Board.
3.07 SPECIAL MEETINGS
Special meetings of the Board may be called by the President or the
Secretary on two (2) day's notice to each Director, either personally, by mail,
by telegram, or by telephone;. Special meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of two (2) Directors.
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3.08 QUORUM
A majority of the membership of the Board of Directors shall constitute a
quorum, and if a quorum is present the concurrence of a majority of those
present shall be sufficient to conduct the business of the Board, except as may
be otherwise specifically provided by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the Directors then present may adjourn the meeting to another time or
place, without notice other than announcement at the meeting, until a quorum
shall be present.
3.09 ACTION WITHOUT MEETING
Unless otherwise restricted by the Articles of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board or Committee.
3.10 EXECUTIVE COMMITTEE
There may be created at the option of the Board of Directors an Executive
Committee, the size of which may be selected and from time to time modified at
the discretion of the Board of Directors, and consisting of members of the Board
of Directors who shall be elected by the Board of Directors at any meeting of
the Board of Directors at which a quorum is present. Members of the Executive
Committee shall serve at the pleasure of the Board of Directors and each member
of the Executive Committee may be removed with or without cause at any time by
the Board of Directors acting at a meeting or by unanimous written consent. In
the event any vacancy occurs in the Executive Committee, the vacancy shall be
filled by the Board of Directors. The Executive Committee shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the corporation, but shall not possess any authority of the Board
of Directors prohibited by law.
3.11 REIMBURSEMENT OF EXPENSES
The Directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
The amount or rate of such compensation of members of the Board of Directors or
of committees shall be established by the Board of Directors and shall be set
forth in the minutes of the Board.
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3.12 WAIVER OF NOTICE
Attendance of a Director at a meeting shall constitute waiver of notice of
such meeting, except when the person attends the meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Any Director may waive notice of any annual,
regular, or special meeting of Directors by executing a written notice of waiver
either before or after the time of the meeting.
ARTICLE IV
OFFICERS
4.01 ELECTION AND OFFICES
The officers of the corporation shall be chosen by the Board of Directors.
The Board of Directors may choose a Chairman of the Board, a President, Vice
Presidents, a Treasurer, a Secretary, one or more assistant secretaries and
assistant treasurers, and any number of other officers with any other names, as
deemed appropriate by the Board of Directors. Any number of offices may be held
by the same person, unless the Articles of Incorporation or these Bylaws
otherwise provide. The Board of Directors may leave any office vacant
indefinitely so long as there is a Secretary available to act.
4.02 TIME OF ELECTION
The Board of Directors at its first meeting after each annual meeting of
shareholders or at any other meeting, may choose a Secretary and may choose a
President, one or more Vice Presidents, a Treasurer, and a Chairman of the
Board, each of whom shall serve at the pleasure of the Board of Directors. The
Board of Directors at any time may appoint such other officers and agents as it
shall deem necessary to hold offices at the pleasure of the Board of Directors
and to exercise such powers and perform such duties as shall be determined from
time to time by the Board.
4.03 SALARIES
The salaries of the officers shall be fixed 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 or she is also a Director of the corporation. The
salaries of the officers or the rate by which salaries are fixed shall be set
forth in the minutes of the meetings of the Board of Directors.
4.04 VACANCY
A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise may be filled by the Board of Directors at any
time.
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4.05 CHAIRMAN OF THE BOARD
The Chairman of the Board, if one shall have been appointed and be serving,
shall preside at all meetings of the Board of Directors and shall perform such
other duties as from time to time may be assigned to him or her.
4.06 THE PRESIDENT
The President shall preside at all meetings of shareholders, and if a
Chairman of the Board shall not have been appointed or, having been appointed,
shall not be serving or be absent, the President shall preside at all meetings
of the Board of Directors. He or she shall sign all deeds and conveyances, all
contracts and agreements, and all other instruments requiring execution on
behalf of the corporation, subject to policies established by the Board of
Directors.
4.07 THE VICE PRESIDENTS
There shall be as many vice Presidents as shall be determined by the Board
of Directors from time to time, and they shall perform such duties as from time
to time may be assigned to them. Any one of the vice Presidents, as authorized
by the Board, shall have all the powers and perform all the duties of the
President in case of the temporary absence of the President or in case of his or
her temporary inability to act. In case of the permanent absence or inability
of the President to act, the office shall be declared vacant by the Board of
Directors and a successor chosen by the Board.
4.08 THE SECRETARY
The Secretary shall see that the minutes of all meetings of shareholders, of the
Board of Directors, and of any standing committees are kept. He or she shall be
the custodian of the corporate seal and affix it to all proper instruments when
deemed advisable by him or her. If no President is serving, he or she shall
sign all deeds and conveyances, all contracts and agreements, and all other
instruments requiring execution on behalf of the corporation, subject to
policies established by the Board of Directors. He or she shall give or cause
to be given required notices of all meetings of the shareholders and of the
Board of Directors. He or she shall have charge of all the books and records of
the corporation including the books of account if no Treasurer is serving, and
in general shall perform all the duties incident to the office of secretary of a
corporation and such other duties as may be assigned to him or her.
4.09 THE TREASURER
The Treasurer shall have general custody of all the funds and securities of
the corporation except such as may be required by law to be deposited with any
state official. He or she shall see to the deposit of the funds of the
corporation in such bank or banks as the Board of Directors may designate.
Regular books of account shall be kept under his or her direction and
supervision, and he or she shall render financial statements to the President,
Directors, and shareholders at proper times. The Treasurer shall have charge of
the preparation and filing of such reports, financial statements, and returns as
may be required by law. He or she shall give to the corporation such fidelity
bond as may be required, and the premium therefor shall be paid by the
corporation as an operating expense.
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4.10 THE ASSISTANT SECRETARIES
There may be such number of assistant secretaries as from time to time the
Board of Directors may fix, and such persons shall perform such functions as
from time to time may be assigned to them.
4.11 THE ASSISTANT TREASURERS
There may be such number of assistant treasurers as from time to time the
Board of Directors may fix, and such persons shall perform such functions as
from time to time may be assigned to them. No assistant treasurer shall have
the power or authority to collect, account for, or pay over any tax imposed by
any federal, state, or city government.
ARTICLE V
SPECIAL CORPORATE ACTS
NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS
All checks, drafts, notes, bonds, bills of exchange, and orders for the payment
of money of the corporation; all deeds, mortgages, and other written contracts
and agreements to which the corporation shall be a party; and all assignments or
endorsements of stock certificates, registered bonds, or other securities owned
by the corporation, shall, unless otherwise directed by the Board of Directors,
or unless otherwise required by law, be signed by the President or Secretary.
The Board of Directors may, however, authorize any one of such officers to sign
any of such instruments, for and in behalf of the corporation, without necessity
of countersignature; may designate officers or employees of the corporation,
other than those named above, who may, in the name of the corporation, sign such
instruments; and may authorize the use of facsimile signatures of any of such
persons. Any shares of stock issued by any other corporation and owned or
controlled by the corporation may be voted at any shareholders' meeting of the
other corporation by the President of the corporation, if he or she be present;
or, in his or her absence, by the Secretary of the corporation who may be
present; and, in event both the President and Secretary shall be absent, then by
such person as the President of the corporation shall, by duly executed proxy,
designate to represent the corporation at such shareholders' meeting.
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ARTICLE VI
STOCK CERTIFICATES
6.01 CERTIFICATES
Each certificate of stock, if issued, shall contain the information
required by statute and shall be in the form as then approved by the Directors.
6.02 ISSUANCE/NON-ISSUANCE
All certificates of stock, if issued, shall be signed by the President or
Vice President and by the Secretary or an Assistant Secretary, and the seal of
the company may be impressed thereon. The name of the initial owner of each
certificate and the number of shares represented by it shall be entered on its
stub. If shares are issued without a certificate, the issuee shall be given a
Statement of Information and appropriate notations shall be made in the
corporate stock ledger.
6.03 TRANSFER
Certificates of stock shall be transferred on the books of the corporation
by assignment made by the owner, his or her attorney in fact, or legal
representative, and by delivery of the certificate to the Secretary of the
corporation for transfer, together with such further supporting documents as the
corporation may reasonably require. Each certificate surrendered for transfer
shall be marked "Canceled" by the Secretary and an incision on the certificate
shall be made through the names of the subscribing officers, and the canceled
certificate shall be affixed to its stub.
6.04 LOST CERTIRICATES
Should the owner of any certificate of stock make application to the corporation
for the issuance of a duplicate certificate by reason of the loss or destruction
of his or her certificate, he or she shall accompany his or her application by
an affidavit setting forth the time, place, and circumstances of such loss or
destruction, together with a bond in such amount and with such surety or
sureties acceptable to the Secretary of the corporation, indemnifying the
corporation against such loss as it may suffer by reason of the issuance of a
duplicate certificate or the refusal to recognize the certificate that was
allegedly lost or destroyed. Upon satisfaction of the foregoing, a duplicate
certificate may be issued. The duplicate certificate must be marked
"Duplicate," and the stub of the certificate lost or destroyed shall indicate
the issuance of the duplicate. The Board of Directors may, in its discretion,
waive the requirement of a surety or sureties on the bond.
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6.05 DIVIDENDS
Dividends on the issued and outstanding stock from the surplus or net
profits of the corporation may be declared by the Board of Directors from time
to time, payable to the owners of record of the stock of the corporation
outstanding at such date as the Board of Directors may specify.
ARTICLE VII
REPEAL, ALTERATION OR AMENDMENT
These Bylaws may be altered, amended, supplemented, repealed or temporarily
or permanently suspended, in whole or in part, or new Bylaws may be adopted, at
any duly constituted meeting of the shareholders or the Board of Directors, the
notice of which meeting either includes mention of the proposed action relative
to the Bylaws or is waived as provided above in Sections 2.03, 2.06 or 3.12
(whichever is applicable) or, alternatively, by the unanimous written consent of
the shareholders or of the Directors pursuant to Section 2.10 or Section 3.09
(whichever is applicable). If, however, any such action arises as a matter of
necessity at any such meeting and is otherwise proper, no notice thereof will be
required.
ARTICLE VIII
RECORDS AND REPORTS FOR SHAREHOLDERS
8.01 RECORD KEEPING
This corporation will keep as permanent records minutes of all meetings of its
shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting and a record of all actions
taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the corporation. This corporation will maintain
appropriate accounting records. This corporation or its agent will maintain a
record of its shareholders in a form that permits preparation of a list of the
names and addresses of all shareholders and in alphabetical order by class of
shares showing the number and class of shares held by each. This corporation
will maintain its records in written form or in another form capable of
conversion into written form within a reasonable time. This corporation will
keep a copy of all of the following records at its known place of business:
Its Articles or Restated Articles of Incorporation and all amendments to them
currently in effect;
Its Bylaws or Restated Bylaws and in addition, all amendments to them that are
currently in effect;
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Resolutions adopted by its Board of Directors creating one or more classes or
series of shares and fixing their relative rights, preferences and
limitations, if shares issued pursuant to those resolutions are
outstanding;
The minutes of all shareholders' meetings and records of all action taken by
shareholders without a meeting for the past three years;
All written communications to shareholders generally within the past three
years, including the financial statements furnished for the past three
years under A.R.S. Sec. 10-1620;
A list of the names and business addresses of its current officers and
members of the Board of Directors;
Its most recent annual report delivered to the Arizona Corporation Commission;
and,
Any agreements between and among its shareholders.
8.02 FINANCIAL STATEMENTS FOR SHAREHOLDERS
This corporation shall furnish to its shareholders annual financial
statements that may be consolidated or combined statements of the corporation
and one or more of its subsidiaries, as appropriate, and that include a balance
sheet as of the end of the fiscal year, an income statement for that year and a
statement of changes in shareholders' equity for the year unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the corporation on the basis of generally accepted
accounting principles, the annual financial statements shall also be prepared on
that basis.
If the annual financial statements have been examined by a certified public
accountant (CPA), the CPA's report must accompany these statements. If not, the
statements shall be accompanied by a statement of the President or the person
responsible for the corporation's accounting records (1) indicating whether, in
that person's reasonable belief , the statements were prepared on the basis of
generally accepted accounting principles and, if not, describing the basis of
preparation, and (2) describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year.
This corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. On written
request from a shareholder, the corporation shall mail that shareholder the
latest annual financial statements.
ARTICLE IX
SEVERABILITY
Should any portion of these Bylaws be found to be invalid or unenforceable
by any court of competent jurisdiction, the remaining Bylaws shall be unaffected
thereby and shall remain in full force and effect.
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ARTICLE X
TELEPHONIC MEETINGS
At the option of the Board of Directors, and with provision of notice as
specified elsewhere in these Bylaws, any shareholders meeting or any meeting of
the Board of Directors may be held by telephone conference call (or by a
combination of telephone conference call and physical presence with some
attendees physically present at a designated meeting place and with others
telephonically present), and actions taken at such a meeting shall have all the
force and effect of actions taken at a meeting with all attendees physically
present. Provisions elsewhere in these Bylaws related to consent for meetings
and waiver of consent for meetings shall apply to such telephonic meetings.
________________________________________________________________________________
I, Nadine J. Leonard, Secretary of California Molecular Electronics Corp.,
an Arizona corporation, do hereby certify that the foregoing Bylaws were duly
adopted as the Bylaws of said corporation by the Board of Directors effective as
of March 19, 1997, and that the same do now constitute the Bylaws of said
corporation.
DATED: March 19, 1997.
_______________________________________
Nadine J. Leonard
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