Exhibit 3.(ii)3
BYLAWS OF
DIGI COMMERCE CORPORATION
(the "Corporation")
ARTICLE I
Offices
Section 1.1. The registered office of the Corporation shall be in the County of
Carson City, State of Nevada.
Section 1.2. The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
Meetings of Stockholders
Section 2.1. All meetings of the stockholders for the election of Directors and
for any other purpose may be held at such time and place, within or without the
State of Nevada, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2.2. An annual meeting of the stockholders for the election of
Directors and for the transaction of such other business as may properly come
before the meeting shall be held each year, within six months after the end of
the prior fiscal year at 10:00 a.m. on a date to be selected by the Board of
Directors. At the meeting, the stockholders shall elect directors, and transact
such other business as may properly be brought before the meeting.
Section 2.3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten (10) nor more than fifty (50) days before the date of
the meeting.
Section 2.4. The officer who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
for any purpose germane to the meeting, which shall be open to the inspection of
any stockholder during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
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Section 2.5. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may
be called by the President or by the Board of Directors or by the written order
of a majority of the Directors; and shall be called by the President or
Secretary at the request in writing of stockholders owning two-thirds or more of
the entire capital stock of the Corporation issued and outstanding and entitled
to vote. Such request by the stockholders shall state the purpose or purposes of
the proposed meeting.
Section 2.6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten (10) nor more than fifty (50) days before the
date of the meeting, to each stockholder entitled to vote at such meeting.
Section 2.7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 2.8. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute, by the Articles of
Incorporation or by these Bylaws. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 2.9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes, these Bylaws or
of the Articles of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
The stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 2.10. Unless otherwise provided in the Articles of Incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy executed in writing by the stockholder or by his or her
duly authorized attorney-in-fact, for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be voted on after six
(6) months from its date, unless the proxy provides for a longer period. Each
proxy shall be filed with the Secretary of the Corporation prior to, or at the
time of, the meeting. Any vote may be taken via voice or by show of hands unless
the holders of at least ten percent (10%) of shares outstanding and entitled to
vote object, in which case written ballots shall be used.
Section 2.11. Any action required to be taken at any annual or special meeting
of stockholders may be taken without a meeting, without prior notice and without
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a vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted, and shall be delivered to the Corporation by hand delivery or certified
mail, return receipt requested, to its registered office in Nevada, its
principal place of business or an officer or agent having custody of the minute
book of the Corporation. The Corporation shall provide a copy thereof to all
stockholders not participating in the consent action. Notwithstanding anything
contained in these Bylaws to the contrary, this Section 2.11 of Article II may
be amended, supplemented, or appealed only by the affirmative vote of the
holders of two-thirds or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class.
Section 2.12. Any stockholder proposing to nominate a person for election to
the Board of Directors shall provide the Corporation 60 days prior written
notice of such nomination, stating the name and address of the nominee and
describing his qualifications for being a Director of the Corporation. Such
notice shall be sent or delivered to the principal office of the Corporation to
the attention of the Board of Directors, with a copy to the President and
Secretary of Corporation.
Section 2.13. At any meeting of stockholders, the President of the Corporation
shall act as the chairman of the meeting, and the stockholders shall not have
the right to elect a different person as chairman of the meeting. The chairman
of the meeting shall have the authority to determine (i) when the election polls
shall be closed in connection with any vote to be taken at the meeting; and (ii)
when the meeting shall be recessed. No action taken at a meeting shall become
final and binding if any group of stockholders representing one-third or more of
the shares entitled to be voted for such action shall contest the validity of
any proxies or the outcome of any election.
Section 2.14. The Board of Directors may fix in advance a record date for the
purpose of determining stockholders entitled to notice of, or to vote at, a
meeting of stockholders, such record date to be not less than ten nor more than
fifty days prior to such meeting; or the Board of Directors may close the stock
transfer books for such purpose for a period of not less than ten nor more than
fifty days prior to such meeting. In the absence of any action of the Board of
Directors, the date upon which the notice of the meeting is mailed shall be the
record date.
Section 2.15. The order of business at annual meetings, and so far as
practicable at other meetings of stockholders, shall be as follows unless
changed by the Chairman:
(a) Call to order
(b) Proof of due notice of meeting
(c) Determination of quorum and examination of proxies
(d) Announcement of availability of voting list (See Bylaw 2.04)
(e) Announcement of distribution of annual statement (See Bylaw 7.4)
(f) Reading and disposing of minutes of last meeting of stockholders
(g) Reports of Officers and committees
(h) Appointment of voting inspectors
(i) Unfinished business
(j) New business
(k) Nomination of Directors
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(l) Opening of polls for voting
(m) Recess
(n) Reconvening; closing of polls
(o) Report of voting inspectors
(p) Other business
(q) Adjournment
ARTICLE III
Directors
Section 3.1. The business and affairs of the Corporation shall be managed by a
Board of Directors, which shall have and may exercise all of the powers of the
Corporation, except such as are expressly conferred upon the stockholders by
law, by the Articles of Incorporation or by these Bylaws. Subject to the rights
of the holders of shares of any series of Preferred Stock then outstanding to
elect additional Directors under specified circumstances, the Board of Directors
shall consist of not less than one (1) nor more than five (5) persons. The exact
number of Directors within the minimum and maximum limitations specified in the
preceding sentence shall be fixed from time to time by either (i) the Board of
Directors pursuant to a resolution adopted by a majority of the entire Board of
Directors, (ii) the affirmative vote of the holders of two-thirds or more of the
voting power of all of the shares of the Corporation entitled to vote generally
in the election of Directors, voting together as a single class, or (iii) the
Articles of Incorporation. No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of any incumbent Director. Each
director elected shall hold office until his successor shall be elected and
shall qualify. Subject to the rights of holders of any series of any Preferred
Stock then outstanding, any vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or other
cause may be filed by a majority vote of the Directors then in office even
though less than a quorum or by a sole remaining Director and the Directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced. If the
remaining Directors fail to select a successor Director to fill a vacancy within
sixty (60) days of its occurrence, the vacancy shall be filled by the vote of a
majority of the outstanding shares. If there are no Directors in office, then an
election of Directors may be held in the manner provided by statute. Newly
created directorships resulting from any increase in the authorized number of
Directors may be filled by the remaining Directors. Directors elected to fill a
vacancy will serve the remaining portion of the unexpired term; provided,
however, that Directors elected to fill a vacancy by virtue of expanding the
number of Directors shall serve until the next election of Directors by
stockholders.
Section 3.2. No stockholder shall have the right to cumulate his votes for the
election of Directors but each share shall be entitled to one vote in the
election of such Director. At any meeting of the stockholders, every stockholder
having the right to vote may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the Corporation prior to, or at the
time of, the meeting.
Meetings of the Board of Directors
Section 3.3. The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of Nevada.
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Section 3.4. The first meeting of each newly elected Board of Directors shall
be held without further notice immediately following the annual meeting of the
stockholders, and at the same place unless the Directors change such time or
place by unanimous vote.
Section 3.5. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.
Section 3.6. Special meetings of the Board may be called by the President or by
Directors constituting at least one-third of Directors in office, on three (3)
days' notice to each Director, either personally or by mail or by telegram.
Section 3.7. At all meetings of the Board, a majority of the Directors shall
constitute a quorum for the transaction of business and the act of a majority of
the Directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute, these Bylaws or by the Articles of Incorporation. If a quorum shall not
be present at any meeting of the Board of Directors, the Directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. Each Director who
is present at a meeting will be deemed to have assented to any action taken at
such meeting unless his dissent to the action is entered into the minutes of the
meeting, or unless he or she files their written dissent thereto with the
Secretary of the meeting or forwards such dissent by registered mail to the
Secretary of the Corporation immediately after such meeting.
Section 3.8. Unless otherwise restricted by the Articles of Incorporation or
these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
Section 3.9. Unless otherwise restricted by the Articles of Incorporation or
these Bylaws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
Section 3.10. Interested Directors, Officers and stockholders. (a) If Paragraph
(b) is satisfied, no contract or other transaction between the Company and any
of its Directors, Officers or stockholders (or any corporation or firm in which
any of them are directly or indirectly interested) shall be invalid solely
because of such relationship or because of the presence of such Director,
Officer or stockholder at the meeting authorizing such contract or transaction,
or his participation in such meeting or authorization. (b) Paragraph (a) shall
apply only if: (1) The material facts of the relationship or interest of each
such Director, Officer or stockholder are known or disclosed: (A) To the Board
of Directors and they nevertheless authorizes or ratifies the contract or
transaction by a majority of the Directors present, each such interested
Director to be counted in determining whether a quorum is present but not in
calculating the majority necessary to carry the vote; or (B) To the stockholders
and they nevertheless authorize or ratify the contract or transaction by a
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majority of the shares present, each such interested stockholder to be counted
in determining whether a quorum is present but not in calculating the majority
necessary to carry the vote; and (2) The contract or transaction is fair to the
Corporation as of the time it is authorized or ratified by the Board of
Directors, a committee of the Board or the stockholders. (C) This provision
shall not be construed to invalidate a contract or transaction, which would be
valid in the absence of this provision.
Committees of Directors
Section 3.11. The Board of Directors may, by resolution adopted by a majority
of the whole Board, designate an Executive Committee from among its members.
Section 3.12. The Executive Committee shall consist of one or more Directors.
The Executive Committee shall serve at the pleasure of the Board of Directors.
Section 3.13. The Executive Committee shall have and may exercise the authority
of the Board of Directors in the management of the business and affairs of the
Corporation except where action of the full Board of Directors is required by
statute or by the Articles of Incorporation, and shall have power to authorize
the seal of the Corporation to be affixed to all papers which may require it;
except that the Executive Committee shall not have authority to: amend the
Articles of Incorporation; approve a plan of merger or consolidation; recommend
to the stockholders the sale, lease, or exchange of all or substantially all of
the property and assets of the Corporation other than in the usual and regular
course of its business; recommend to the stockholders the voluntary dissolution
of the Corporation; amend, alter, or repeal the Bylaws of the Corporation or
adopt new Bylaws for the Corporation; fill any vacancy in the Board of Directors
or any other corporate committee; fix the compensation of any member of any
corporate committee; alter or repeal any resolution of the Board of Directors;
declare a dividend; or authorize the issuance of shares of the Corporation in
excess of one million dollars in value. Each Director shall be deemed to have
assented to any action of the Executive Committee unless, within seven days
after receiving actual or constructive notice of such action, he or she delivers
their written dissent thereto to the Secretary of the Corporation.
Section 3.14. The number of Executive Committee members may be increased or
decreased (but not below one) from time to time by resolution adopted by a
majority of the whole Board of Directors.
Section 3.15. Any member of the Executive Committee may be removed by the Board
of Directors by the affirmative vote of a majority of the whole Board whenever
in its judgment the best interests of the Corporation will be served thereby.
Section 3.16. A vacancy occurring in the Executive Committee (by death,
resignation, removal or otherwise) shall be filled by the Board of Directors in
the manner provided for original designation in Section 3.11 above.
Section 3.17. Time, place and notice, if any, of Executive Committee meetings
shall be determined by the Executive Committee.
Section 3.18. At meetings of the Executive Committee, a majority of the number
of members designated by the Board of Directors shall constitute a quorum for
the transaction of business. The act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the Executive
Committee, except as otherwise specifically provided by the statute or by the
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Articles of Incorporation or by these Bylaws. If a quorum is not present at a
meeting of the Executive Committee, the members present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.
Section 3.19. By resolution of the Board of Directors, the members of the
Executive Committee may be paid their expenses, if any, of attendance at each
meeting of the Executive Committee and may be paid a fixed sum for attendance at
each meeting of the Executive Committee or a stated salary as a member thereof.
No such payment shall preclude any member from serving the Corporation in any
other capacity and receiving compensation therefore.
Section 3.20. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. The
minutes of the proceedings of the Executive Committee shall be placed in the
minute book of the Corporation.
Section 3.21. Any action required or permitted to be taken at a meeting of the
Executive Committee may be taken without a meeting if consent in writing,
setting forth the action so taken, is signed by all the members of the Executive
Committee. Such consent shall have the same force and effect as a unanimous vote
at a meeting. The signed consent, or a signed copy thereof, shall be placed in
the minute book.
Section 3.22. The designation of an Executive Committee and the delegation of
authority to it shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.
Section 3.23. The Board of Directors may, by resolution adopted by the majority
of the Directors, designate one or more other committees to conduct the business
and affairs of the Corporation to the extent authorized by the resolution
including but not limited to the following: Audit Committee, Compensation
Committee, Stock Option Committee and Conflict of Interest Committee. The Board
of Directors, by majority vote, shall have the power at any time to change the
powers and members of any committee, to fill vacancies and to dispose of any
committee. Members of any committee shall receive such compensation as the Board
of Directors may from time to time provide. The designation of any committee and
the delegation of authority to such committee shall not operate to relieve the
Board of Directors of any responsibility imposed by law.
Compensation of Directors
Section 3.24. Unless otherwise restricted by the Articles of Incorporation or
these Bylaws, the Board of Directors shall have the authority to fix the
compensation of Directors. The Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
Notices
Section 4.1. Whenever, under the provisions of the statutes or of the Articles
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of Incorporation or of these Bylaws, notice is required to be given to any
Director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such Director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by telegram or facsimile.
Section 4.2. Whenever any notice is required to be given under the provisions
of the statutes or of the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE V
Officers
Section 5.1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a president, one or more vice presidents, any one or more
of which may be designated executive vice president or senior vice president, a
secretary, and a treasurer. The Board of Directors may also choose a chairman of
the board, assistant vice presidents and one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by the same person,
unless the Articles of Incorporation or these Bylaws otherwise provide. The
Chairman shall be elected from among the Directors.
Section 5.2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice presidents, a
secretary and a treasurer.
Section 5.3. The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
Section 5.4. The salaries of all officers and agents of the Corporation shall
be fixed by the Board of Directors or a committee thereof.
Section 5.5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed with or without cause at any time by the affirmative
vote of a majority of the Board of Directors then in office at any regular or
special meeting. Such removal shall be without prejudice to the contract rights,
if any, of the person so removed, provided, however, that the election or
appointment of an officer shall not, of itself, create contract rights. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors.
Chairman of the Board
Section 5.6. The Chairman of the Board, if any, shall preside at all meetings
of the Board of Directors of the Corporation. In the Chairman's absence, the
President shall attend to such duties. The Chairman may be the chief executive
officer of the Corporation if so designated.
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The President
Section 5.7. The President shall be the Chief Executive Officer of the
Corporation; he or she shall preside at all meetings of the stockholders and of
the Board of Directors (unless the Corporation has a Chairman of the Board, who
will, in that case, preside at all meetings of the Board of Directors), shall
have general and active management of the business and affairs of the
Corporation and shall see that all orders and resolutions of the Board are
carried into effect. He or she shall perform such other duties and have such
other authority and powers as the Board of Directors may from time to time
prescribe. Within this authority and in the course of his or her duties the
President shall: (a) Preside at all meetings of the stockholders and in the
absence of the Chairman of the Board, or, if there is none, at all meetings of
the Board of Directors, and shall be ex officio a member of all the standing
committees, including the Executive Committee, if any. (b) Sign all certificates
of stock of the Corporation, in conjunction with the Secretary or Assistant
Secretary, unless otherwise ordered by the Board of Directors. (c) When
authorized by the Board of Directors or required by law, execute, in the name of
the Corporation, deeds conveyances, notices, leases, checks, drafts, bills of
exchange, warrants, promissory notes, bonds, debentures, contracts, and other
papers and instruments in writing, and unless the Board of Directors orders
otherwise by resolution, make such contracts as the ordinary conduct of the
Corporation's business requires. (d) Subject to the approval of the Board of
Directors, appoint and remove, employ and discharge, and prescribe the duties
and fix the compensation of all agent, employees, and clerks of the Corporation
other than the duly appointed Officers, and, subject to the direction of the
Board of Directors, control all of the Officers, agents and employees of the
Corporation.
The Vice-Presidents
Section 5.8. The Vice-Presidents, if any, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and have the authority and
exercise the powers of the President. They shall perform such other duties and
have such other authority and powers as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate.
The Secretary
Section 5.9. The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all votes and minutes of all
proceedings in a book to be kept for that purpose, and shall perform like duties
for the Executive Committee when required. He or she shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors. He or she shall keep in safe custody the Seal of the
Corporation and, when authorized by the Board of Directors or the Executive
Committee, affix the same to any instrument requiring it, and when so affixed,
it shall be attested by his signature or by the signature of the Treasurer or an
Assistant Secretary. He or she shall be under the supervision of the President.
He or she shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate.
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The Assistant Secretaries
Section 5.10. The Assistant Secretaries, if any, in the absence or disability
of the Secretary, perform the duties and have the authority and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate.
The Treasurer
Section 5.11. The Treasurer shall be the Chief Financial Officer of the
Corporation; shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements of the
Corporation and shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. He or she shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Directors, at the regular
meeting of the Board, or whenever they may request it, an account of all his
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, he or she shall give the Corporation a bond
in such form, in such sum, and with such surety or sureties as satisfactory to
the Board of Directors, for the faithful performance of the duties of his or her
office. He or she shall perform such other duties and have such other authority
and powers as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate.
The Assistant Treasurer
Section 5.12. The Assistant Treasurer, if any, shall, in the absence of the
Treasurer or in the event of his or her inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
ARTICLE VI
Certificates for Shares
Section 6.1. The shares of the Corporation shall be represented by a
certificate. Certificates shall be signed by, or in the name of the Corporation
by, the Chairman of the Board of Directors, or the President or Vice President
and the Treasurer or an assistant treasurer, or the Secretary or an assistant
secretary of the Corporation.
Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the Corporation in the case
of uncertificated partly paid shares, shall be set forth the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Certificates shall also contain such legends or statements as may be required by
law and any agreement between the Corporation and the holder thereof.
If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
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summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in the Act, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Any security of
the Corporation, including, among others, any certificate evidencing shares of
the Common Shares and Preferred Shares or warrants to purchase Common Shares and
Preferred Shares of the Corporation, which is issued to any person without
registration under the Securities Act of 1933, as amended, or the Blue Sky laws
of any state, shall not be transferable until the Corporation has been furnished
with a legal opinion of counsel with reference thereto, satisfactory in form and
content to the Corporation and its counsel, to the effect that such sale,
transfer or pledge does not involve a violation of the Securities Act of 1933,
as amended, or the Blue Sky laws of any state having jurisdiction. The
certificate representing the security shall bear substantially the following
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR UNDER THE BLUE SKY LAWS OF ANY STATE AND MAY
NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER WILL NOT
BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR ANY APPLICABLE BLUE SKY LAWS.
ANY OFFER, SALE OR TRANSFER OF THESE SECURITIES MAY NOT BE MADE WITHOUT THE
PRIOR WRITTEN APPROVAL OF THE CORPORATION OR ITS COUNSEL. "
Section 6.2. The consideration for the issuance of shares shall consist of any
tangible or intangible property or benefit to the Corporation, including, but
not limited to, cash, promissory notes, services performed, contracts for
services to be performed or other securities of the corporation. Before the
Corporation issues shares, the Board of Directors must determine that the
consideration received or to be received for the shares to be issued is
adequate. The judgment of the Board of Directors as to the adequacy of the
consideration received for the shares issued is conclusive in the absence of
actual fraud in the transaction. When the Corporation receives the consideration
for which the Board of Directors authorized the issuance of shares, the shares
issued therefore are fully paid and non-assessable. The Corporation may place in
escrow shares issued for a contract for future services or benefits or a
promissory note, or make any other arrangements to restrict the transfer of the
shares. The Corporation may credit distributions made for the shares against
their purchase price, until the services are performed, the benefits are
received or the promissory note is paid. If the services are not performed, the
benefits are not received or the promissory note is not paid, the shares
escrowed or restricted and the distributions credited may be canceled in whole
or in part.
Section 6.3. Unless otherwise provided in the subscription agreement,
subscriptions of shares, whether made before or after organization of the
Corporation, shall be paid in full at such time or in such installments and at
such times as shall be determined by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same series. In case of
default in the payment on any installment or call when payment is due, the
Corporation may proceed to collect the amount due in the same manner as any debt
due to the Corporation.
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Section 6.4. For any indebtedness of a Stockholder to the Corporation, the
Corporation shall have a first and prior lien on all preferred or common shares
owned by him and on all dividends or other distributions declared thereon.
Section 6.5. Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to any requirements of the Act or a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Section 6.6. Any or all the signatures on a certificate may be facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.
Lost Certificates
Section 6.7. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates or uncertificated shares, the Board
of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require or 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.
Transfer of Stock
Section 6.8. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation or the transfer agent of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Upon receipt of proper transfer
instructions from the registered owner of uncertificated shares, such
uncertificated shares shall be canceled and issuance of new equivalent
uncertificated shares or uncertificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
corporation. Transfers of shares shall be made only on the books of the
Corporation by the registered holder thereof, or by his or her attorney
thereunto authorized by power of attorney and filed with the Secretary of the
Corporation or the transfer agent.
Section 6.9. Every stockholder or transferee shall furnish the Secretary or a
transfer agent with the address to which notice of meetings and all other
notices may be served upon or mailed to him or her, and in default thereof, he
or she shall not be entitled to service or mailing of any such notice.
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Fixing Record Date
Section 6.10. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than fifty (50) nor less than ten (10) days before the
date of such meeting, nor more than fifty (50) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
Registered Stockholders
Section 6.11. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, to vote as such owner, and to hold such person registered on its
books liable for calls and assessments as the owner of such shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.
ARTICLE VII
Miscellaneous/Dividends
Section 7.1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, and applicable law, may
be declared by the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in properly or in shares of capital stock,
subject to the provisions of the Articles of Incorporation.
Section 7.2. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall determine to be in the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
Annual Statement
Section 7.4. Not later than one hundred fifty (150) days after the close of
each full fiscal year of the Corporation, the Directors shall mail a report of
the business and operation of the Corporation during such fiscal year to the
stockholders, which report shall constitute the accounting of the Directors for
such fiscal year. The report (herein the "Annual Report") shall be in such form
and have such content, as the Directors deem proper. The Annual Report shall
include a balance sheet and a statement of income and surplus of the
Corporation. Such financial statement shall be accompanied by the report of an
independent certified public accountant thereon. A manually signed copy of the
accountant's report shall be filed with the Directors.
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Checks
Section 7.5. All checks, demands, drafts, or other orders for payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation,
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
Contracts
Section 7.6. The Board of Directors may authorize any officer, officers, agent,
or agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.
Deposits
Section 7.7. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.
Fiscal Year
Section 7.8. The fiscal year of the Corporation shall be the Calendar Year.
Seal
Section 7.9. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Nevada." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Indemnification
Section 7.10. Unless otherwise provided in the Articles of Incorporation, the
Corporation shall indemnity its officers, agents and Directors to the full
extent permitted by the General Corporation Law of Nevada. The protection and
indemnification provided hereunder shall not be deemed exclusive of any other
rights to which such Director, agent or officer or former Director or officer or
such person may be entitled under any agreement, insurance policy, vote of
stockholders or otherwise.
ARTICLE VIII
Amendments
Section 8.1. Notwithstanding any other provision contained in these Bylaws to
the contrary, Sections 2.5, 2.11, 2.12 and 2.13 of Article II, Section 3.1 of
Article III, and this Article VII of these Bylaws may be amended, supplemented,
or repealed only by the affirmative vote of two-thirds or more of all of the
shares of the Corporation entitled to vote generally in the election of
Directors, voting together as a single class. In addition to the foregoing, the
Board of Directors may amend or repeal these Bylaws or adopt new Bylaws.
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