EXHIBIT 3.11
AMENDED AND RESTATED BYLAWS
OF
QUEST NET CORP.
Article I.-Meeting of Shareholders
Section 1. Annual Meetings. The annual meeting of the shareholders of
this Corporation shall be held in August at the time and place designated by the
Board of Directors of the Corporation. The annual meeting of shareholders for
any year shall be held no later than 13 months after the last preceding annual
meeting of shareholders. Business transacted at the annual meeting shall include
the election of directors of the Corporation.
Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the Board of Directors, or when holders of not less
than 10 percent of all the shares entitled to vote at the meeting deliver to the
Corporation's secretary one or more written demands to concur the meeting
describing the purpose or purposes for which it will be held. Only business
within the purpose or purposes described in the special meeting notice may be
conducted at a special meeting.
Section 3. Place. Meetings of shareholders may be held within or
without the State of Florida.
Section 4. Notice. Written notice stating the date, time and place of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more than
60 days before the meeting, either personally by telegraph, teletype, or other
form of electronic communication, or by first class mail, by or at the direction
of the president, the secretary, or the officer or persons calling the meeting
to each shareholder 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 shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. The provisions of
Florida Statutes Section 607.0706 as to waiver of notice are applicable.
Notwithstanding the foregoing, no notice of a shareholders' meeting
need be given to a shareholder if: (i) an annual report and proxy statements for
two consecutive annual meetings of shareholders or (ii) all, and at least two
checks in payment of dividends or interest on securities during a 12-month
period have been sent by first-class United States mail, addressed to the
shareholder at his address as it appears on the share transfer books of the
Corporation, and returned undeliverable. The obligation of the Corporation to
give notice of a shareholders' meeting to any such shareholder shall be
reinstated once the corporation has received a new address for such shareholder
for entry on its share transfer books.
Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the new date, time and place are announced at the meeting
before an adjournment is taken, and any business may be transacted at the
adjourned meeting that might have been transacted on the original date of the
meeting. If, however, after the adjournment the Board of Directors fixes a new
record date for the adjourned meeting, a notice of adjourned meeting, shall be
given as provided in this section to each shareholder of record on the new
record date entitled to vote at such meeting.
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Section 6. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other purpose, the Board of
Directors may fix in advance a date as the record date for the determination of
shareholders, such date in any case to be not more than 70 days before the
meeting or action requiring a determination of shareholders but in no event may
a record date fixed by the Board of Directors be a date preceding the date upon
which the resolution fixing the record date was adopted.
The record date for determining shareholders entitled to demand a
special meeting is 40 days before the Corporation first receives a demand to
convene a special meeting.
If no prior action is required by the Board of Directors, the record
date for determining shareholders entitled to take action without a meeting is
40 days before the date the first signed written consent is delivered to the
Corporation under Florida Statutes Section 607.0704. If not otherwise fixed, and
prior action is required by the Board of Directors, the record date for
determining shareholders entitled to take action without a meeting is at the
close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.
If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, then the record
date for determining shareholders entitled to notice of and to vote at an annual
or special shareholders' meeting is 40 days before the first notice is delivered
to shareholders.
A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting shall be effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting.
Section 7. Shareholder Ouorum and Voting. Except as provided by law, a
majority of the outstanding shares of each class or series of voting stock then
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders but in no event shall a quorum consist of less than
1/3 of the shares of each class or series of voting stock then entitled to vote.
When a specified item of business is required to be voted on by a class or
series of stock, a majority of the outstanding shares of such class or series
shall constitute a quorum for the transaction of such item of business by that
class or series.
If a quorum is present, the affirmative vote of the majority of those
shares represented at the meeting in person or by proxy of each class or series
of voting stock and entitled to vote on the subject matter shall be the act of
the shareholders unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
Section 8. Voting of Shares. Each outstanding voting share, regardless
of class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
Shares of stock of this Corporation owned by another corporation, the
majority of the voting stock of which is owned or controlled by this
Corporation, shall not be voted, directly or indirectly, at any meeting.
Provided however that nothing contained herein shall limit the power of a
corporation to vote any shares, including its own shares, held by it in a
fiduciary capacity.
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A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.
At each election for directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder, or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, guardian, or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name or the name of his
nominee.
Shares held by or under the control of a receiver or a trustee in a
bankruptcy proceeding or any assignee for the benefit of creditors may be voted
by him without the transfer thereof into his name.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
Redeemable shares are not entitled to vote on any matter, and shall not
be deemed to be outstanding, after notice of redemption is mailed to the holders
thereof and a sum sufficient to redeem such shares has been deposited with a
bank, trust company, or other financial institution upon an irrevocable
obligation to pay the holders the redemption price upon surrender of the shares.
If a share or shares stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety, or otherwise, or if two or more persons have
the same fiduciary relationship respecting the same shares, unless the secretary
of the Corporation is given notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, then acts with respect to voting have the following effect:
(i) if only one votes, in person or by proxy, his act binds all; (ii) if more
than one vote, in person or by proxy, the act of the majority so voting binds
all; (iii) if more than one vote, in person or by proxy, but the vote is evenly
split on any particular matter, each faction is entitled to vote the share or
shares in question proportionally; (iv) if the instrument or order so filed
shows that any such tenancy is held in unequal interest, a majority or a vote
evenly split for purposes of this subsection shall be a majority or a vote
evenly split in interest; (v) trustees or other fiduciaries holding shares
registered in the name of a nominee may cause such shares to be voted by such
nominee as the trustee or other fiduciary may direct. Such nominee may vote
shares as directed by a trustee or other fiduciary without the necessity of
transferring the shares to the name of the trustee or other fiduciary.
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Section 9. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting of a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy by signing an appointment form either personally
or by his attorney in-fact. An executed telegram or cablegram appearing to have
been transmitted by such person, or a photographic, Photostat, facsimile or
equivalent reproduction of an appointment form is a sufficient appointment form.
An appointment of proxy is effective when received by the secretary or
other officer or agent authorized to tabulate votes. An appointment is valid for
up to 11 months unless a longer period is expressly provided in the appointment
form.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except as otherwise provided by law.
If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present then that one, may exercise all the powers
conferred by the proxy, but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
Section 10. Action by Shareholders without a Meeting. Any action
required by law, these bylaws, or the articles of incorporation of this
Corporation to be taken at any annual or special meeting of shareholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such 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 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. If
any class of shares is entitled to vote thereon as a class, such written consent
shall be required of the holders of a majority of the shares of each class of
shares entitled to vote as a class thereon and of the total shares entitled to
vote thereon. In order to be effective, the action must be evidenced by one or
more written consents describing the action taken, dated and signed by approving
shareholders having the requisite number of votes of each voting group entitled
to vote thereon, and delivered to the Corporation. No written consent shall be
effective to take the corporate action referred to therein unless, within 60
days of the date of the earliest dated consent delivered in the manner required
by this section, written consent signed by the number of holders required to
take action is delivered to the Corporation. Any written consent may be revoked
prior to the date that the Corporation receives the required number of consents
to authorize the proposed action. No revocation shall be effective unless in
writing and until received by the Corporation.
Within 10 days after obtaining such authorization by written consent,
notice shall be given to those shareholders that have not consented in writing.
The notice shall fairly summarize the material features of the authorized
action, and, if the action be a merger, consolidation or sale or exchange of
assets for which dissenters' rights are provided under the Florida Business
Corporation Act (the "Act"), the notice shall contain a clear statement of the
right of shareholders dissenting therefrom to be paid the fair value of their
shares upon compliance with further provisions of the Act regarding the rights
of dissenting shareholders.
Consent signed under this section shall have the effect of a meeting
vote and may be described as such in any document.
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The written consents of the shareholders consenting thereto or the
written reports of inspectors appointed to tabulate such consents shall be filed
with the minutes of proceedings of shareholders.
Article II.-Directors
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors must be natural persons who are 18
years of age or older but need not be residents of this state or shareholders of
this Corporation.
Section 3. Compensation. The Board of Directors shall have authority to
fix the compensation of directors.
Section 4. Duties of Directors. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In discharging his duties, a director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by:
(a) one or more officers or employees of the Corporation whom
the director reasonably believes to be reliable and competent in the matters
presented,
(b) counsel, public accountants or other persons as to matters
which the director reasonably believes to be within such person's professional
or expert competence, or
(c) a committee of the board upon which he does not serve,
duly designated in accordance with a provision of the articles of incorporation
or the bylaws, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
Corporation.
Section 5. Presumption of Assent. A director of the Corporation who is
present at a meeting of its Board of Directors or a committee at which action on
any corporate matter is taken shall be presumed to have assented to the action
taken unless he objects at the beginning of the meeting (or promptly upon his
arrival) to such meeting or transacting specific business thereat or he votes
against such action or abstains from the action taken.
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Section 6. Number. This Corporation shall have no less than one and no
more than nine directors, the exact number of which shall be established by
resolution of the Board of Directors. The number of directors may be established
from time to time by resolution of the Board of Directors, but no decrease shall
have the effect of shortening the terms of any incumbent director.
Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial Board of Directors and all other
directors appointed by the Board of Directors to fill vacancies thereof shall
hold office until the first annual meeting of shareholders, and until his
successor shall have been elected and qualified or until his earlier
resignation, removal from office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders. A vacancy that will occur at a specific later
date may be filled before the vacancy occurs but the new director may not take
office until the vacancy occurs.
Section 9. Removal of Directors. At a meeting of the shareholders
called expressly for that purpose, any director or the entire Board of Directors
may be removed, with or without cause by a vote of the holders of a majority of
the shares of each class or series of voting stock present in person or by proxy
then entitled to vote at an election of directors.
Section 10. Quorum and Voting. A majority of the number of directors
shall constitute a quorum for the transaction of business. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 11. Director Conflicts of Interest. No contract or other
transaction between this Corporation and one or more of its directors or any
other corporation, firm, association or entity in which one or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to
the Corporation at the time it is authorized by the board, a committee or the
shareholders.
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Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof, which authorizes, approves, or ratifies such contract or transaction.
Section 12. Place of Meeting. Regular and special meetings by the Board
of Directors may be held within or without the State of Florida.
Section 13. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice immediately following the annual
shareholders' meeting. Written notice of the time and place of special meetings
of the Board of Directors shall be given to each director by either personal
delivery, first class mail, facsimile transmission, or telegram at least one day
before the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the director at his address as
it appears on the books of the Corporation, with postage thereon prepaid.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all obligations to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment to the other
directors.
Meetings of the Board of Directors may be called by the president of
the Corporation or by any director.
Members of the Board of Directors may participate in a meeting of such
Board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 14. Action Without a Meeting. Any action required to be taken
at a meeting of the directors of the Corporation, or any action which may be
taken at a meeting of the directors, may be taken without a meeting if a consent
in writing, setting forth the action to be taken, signed by all of the
directors, is filed in the minutes of the proceedings of the Board. Action taken
by written consent shall be effective when the last director signs the consent
unless an effective date is specified in the consent. Such consent shall have
the same effect as a unanimous meeting vote.
Section 15. Committees. The Board of Directors by resolution adopted by
a majority of the full Board of Directors may designate from among its members
such committees it deems prudent, such as, but not limited to, an executive
committee, audit committee, compensation committee, finance committee and a
litigation committee. Each committee shall be comprised of two or more members
who will serve at the pleasure of the Board of Directors.
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Section 16. Resignation. A director may resign at any time by
delivering notice to the Corporation. A resignation is effective when the notice
is delivered unless the notice specifies a later effective date.
Article III.-Officers
Section 1. Officers. The officers of this Corporation shall consist of
a chairman, president, one or more vice presidents, secretary, and treasurer,
and such other officers as may be designated by the Board of Directors, each of
whom shall be elected by the Board of Directors from time to time. Any two or
more offices may be held by the same person. The failure to elect any of the
above officers shall not affect the existence of this Corporation.
Section 2. Duties. The officers of this Corporation shall have the
following duties and such other duties as delegated by the Board of Directors or
chairman.
The chairman shall be the chief executive officer of the Corporation,
shall have general and active management of the business and affairs of the
Corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and the Board of Directors.
The president shall be the chief operating officer of the Corporation,
and shall act whenever the chairman shall be unavailable.
The vice president(s) shall perform such duties as may be prescribed by
the Board of Directors or the president and shall act whenever the president
shall be unavailable.
The secretary shall have custody of and maintain all of the corporate
records except the financial records, shall record the minutes of all meetings
of the stockholders and whenever else required by the Board of Directors or the
president, and shall perform such other duties as may be prescribed by the Board
of Directors.
The treasurer shall be the chief financial and accounting officer. He
shall keep correct and complete records of account, showing accurately at all
times the financial condition of the corporation. He shall be the legal
custodian of all monies, notes, securities, and other valuables that may from
time to time come into the possession of the Corporation. He shall immediately
deposit all funds of the Corporation coming into his hands in some reliable bank
or other depository to be designated by the Board of Directors and shall keep
this bank account in the name of the Corporation. He shall furnish at meetings
of the Board of Directors, or whenever requested, a statement of the financial
condition of the Corporation and shall perform such other duties as the bylaws
provide or the Board of Directors may prescribe.
Section 3. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board whenever in its
judgment the best interests of the Corporation will be served thereby.
Any officer or agent elected by the stockholders may be removed only by
vote of the stockholders, unless the stockholders shall have authorized the
directors to remove such officer or agent.
Any vacancy, however, occurring, in any office may be filled by the
Board of Directors, unless the bylaws shall have expressly reserved such power
to the stockholders.
Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.
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Article IV.-Stock Certificates
Section 1. Issuance. Every holder of shares in this Corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is fully
paid.
Section 2. Form. Certificates representing shares in this Corporation
shall be signed either manually or in facsimile by the president or vice
president and the secretary or an assistant secretary and may be sealed with the
seal of this Corporation or a facsimile thereof. In case any officer who signed
or whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such 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 issuance.
Every certificate representing shares issued by this Corporation shall
set forth or fairly summarize upon the face or back of the certificate, or shall
state that the Corporation will furnish to any shareholder upon request and
without charge a full statement of, the designations, preferences, limitations
and relative rights of the shares of each class or series authorized to be
issued, and the variations in the relative rights and preferences between the
shares of each series so far as the same have been fixed and determined, and the
authority of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series.
Every certificate representing shares which are restricted as to the
sale, disposition, or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate.
Each certificate representing shares shall state upon its face: the
name of the Corporation; that the Corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents.
Section 3. Transfer of Stock. The Corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney, and the signature of
such person has been guaranteed by a commercial bank or trust company or by a
member of the New York or American Stock Exchange.
Section 4. Lost, Stolen or Destroyed Certificates. The Corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issuance of a new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (c) gives bond in such form as the Corporation may
direct, to indemnify the Corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction, or theft
of a certificate; and (d) satisfies any other reasonable requirements imposed by
the Corporation.
Article V.-Corporate Records
Section 1. Corporate Records. This Corporation shall keep correct and
complete records and accurate books of account and shall keep as permanent
records minutes of all meetings and actions taken without a meeting of its
shareholders, Board of Directors and any committee of the Board of Directors.
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This Corporation shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, a record of
its shareholders, giving the names and addresses of all shareholders, and the
number, class and series, if any, of the shares held by each.
The Corporation shall keep a copy of the following records: (i) its
articles or restated articles of incorporation and all amendments to them
currently in effect; (ii) its bylaws or restated bylaws and all amendments to
them currently in effect; (iii) 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; (iv) the minutes of all shareholders' and Board of
Directors' meetings and records of all action taken by shareholders and Board of
Directors without a meeting for the past three years; (v) written communications
to all shareholders generally or all shareholders of a class or series within
the past three years including the financial statements furnished for the past
three years; (vi) a list of the names and business street addresses of its
current directors and officers; and (vii) its most recent annual report
delivered to the Department of State.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. A shareholder of the
Corporation, his agent or attorney is entitled to inspect and copy, during
regular business hours at the Corporation's principal office, the Corporation's
articles or restated articles of incorporation and all amendments, the bylaws or
restated bylaws and all amendments, resolutions adopted by the 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 the shareholders meetings and
records of all actions taken by shareholders without a meeting for the past
three years, written communications to all shareholders generally or all
shareholders of a class or series within the past three years, including the
financial statements furnished for the past three years as required by law, a
list of the names and business street address of the Corporation's current
directors and officers and the Corporation's most recent annual report delivered
to the Department of State, if prior to his inspection he has given the
Corporation written notice of his demand at least five business days before the
date on which he wishes to inspect and copy. A shareholder of the Corporation is
entitled to inspect and copy, during regular business hours at a reasonable
location specified by the Corporation, excerpts from minutes of any meeting of
the Board of Directors, records of any action of a committee of the Board of
Directors while acting in place of the Board of Directors on behalf of the
Corporation, minutes of any meetings of the shareholders, and records of action
taken by the shareholders or Board of Directors without a meeting, accounting
records of the Corporation, the records of shareholders, and any other books and
records if his demand is made in good faith and for a proper purpose, he
describes with reasonable particularity his purpose and the records he desires
to inspect, the records are directly connected with his purpose and he gives the
Corporation written notice of his demand at least five business days before the
date on which he wishes to inspect and copy.
Section 3. Financial Information. Unless ratified by resolution of the
shareholders, the Corporation shall prepare and mail to its shareholders within
120 days after the close of each fiscal year or within such additional time
thereafter as is reasonably necessary to enable the Corporation to prepare its
financial statements, annual financial statements that include a balance sheet
as of the end of the fiscal year, an income statement for that year, a statement
of cash flow for that year and if such financial statements are reported upon by
a public accountant, his report.
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Article VI.-Distributions to Shareholders
The Board of Directors of this Corporation may, from time to time,
authorize and the Corporation may make distributions on its shares in cash,
property or its own shares, except when the Corporation (i) would not be able to
pay its debts as they become due in the usual course of business or (ii) the
Corporation's total assets would be less than the sum of its total liabilities
plus (unless the articles of incorporation provide otherwise) the amount that
would be needed, if the Corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution or when the declaration or payment thereof would be contrary to any
restrictions contained in the articles of incorporation.
The Board of Directors may base a determination that a distribution is
not prohibited under (i) or (ii) above either on financial statements prepared
on the basis of accounting practices and principles that are reasonable in the
circumstances or on a fair valuation or other method that is reasonable in the
circumstances. In the case of any distribution based upon such a valuation, each
such distribution shall be identified as a distribution based upon a current
valuation of assets, and the amount per share paid on the basis of such
valuation shall be disclosed to the shareholders concurrent with their receipt
of the distribution.
Article VII.-Corporate Seal
The Board of Directors shall provide a corporate seal which, shall be
circular in form and shall have inscribed thereon the following:
Article VIII.-Amendment
These bylaws may be repealed or amended, and new bylaws may be adopted
by the Board of Directors.
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