EXHIBIT 3.1
BYLAWS
OF
INTEGRATED HEALTHCARE HOLDINGS, INC.
AS AMENDED ON AUGUST 22, 2008
ARTICLE I. OFFICES.
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SECTION 1. PRINCIPAL OFFICE. The principal office of Integrated
Healthcare Holdings, Inc. shall be located in Orange County, California, or at
such other place as shall from time to time be fixed by the Board of Directors.
The corporation may have such other offices, within or without the State of
California, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
SECTION 2. REGISTERED OFFICE. The corporation shall maintain a
registered office required by the laws of the State of Nevada to be maintained
in the State of Nevada, and the registered office and the registered agent at
such office may be changed from time to time by the Board of Directors.
ARTICLE II. SHAREHOLDERS.
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SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the corporation shall be held on such date and at such time each year as may be
designated from time to time by the Board of Directors, such date to be within
180 days of the end of the last fiscal year then ended. Notwithstanding the
forgoing, each annual meeting of the shareholders shall be held no more than 13
months after the annual meeting of the shareholders for the previous year.
SECTION 2. PURPOSES OF ANNUAL MEETING. The annual meeting shall be held
for the purpose of electing directors, and for the transaction of such other
business as may lawfully come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated for any annual meeting of shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be conveniently held.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, may only be called by the vote of a majority of the
entire Board of Directors or action by written consent signed by all of the
directors.
SECTION 4. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of meeting for
any annual or for any special meeting of shareholders, or if no designation is
made the place of meeting shall be the principal office of the corporation in
the State of California.
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SECTION 5. NOTICE OF MEETING. Written or printed notice stating the
place, day, and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer of 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 at it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
SECTION 6. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of the shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for stated
period but not to exceed, in any case, fifty days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of the shareholders, such books shall be closed for
at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than fifty days and, in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholder
entitled to notice of or to vote at a meeting of shareholders, or of
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof.
SECTION 7. VOTING LISTS. The officer or agent having charge of the
stock transfer books for shares of the corporation, shall make, at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of, and the number of shares held by each,
which list, for a period of ten days prior to the meeting, shall be kept on file
at the registered office of the corporation and shall be subject to inspection
by any shareholder at any time during usual business hours. Such list shall also
be produced and kept open at the time and place of the meeting and shall be
subject to inspection of any shareholder during the whole time of the meeting.
The original stock transfer book shall be prima facie evidence as to who are
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this Section
shall not affect the validity of any action taken at such meeting.
SECTION 8. QUORUM OF SHAREHOLDERS. A majority of the outstanding shares
of the corporation entitled to vote, represented in person or any proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. If
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders.
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SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
SECTION 10. VOTING OF SHARES. Each outstanding share entitled to vote
(common share) shall be entitled to one vote upon each matter submitted to a
vote at a meeting of shareholders.
SECTION 11. VOTING OF CERTAIN SHARES. Neither treasury shares nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of directors of such other corporation is held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time. Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the bylaws of such corporation may prescribe, or, in the absence of
such provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted
by him, either in person or by proxy, without 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. Shares standing in the name of
a receiver may be voted by such receiver and shares held by or under the control
of a receiver may be voted by such receiver without transfer thereof into his
name if authority so to do be contained in an appropriate order of the Court by
which such receiver was appointed. A shareholder whose shares are pledged shall
be entitled to vote such shares until the shares have been transferred into the
name of the pledge, and thereafter the pledge shall be entitled to vote the
shares so transferred. On or after the date on which written notice of
redemption of redeemable shares has been mailed to the holders thereof and a sum
sufficient to redeem such shares has been deposited with a bank or trust company
with irrevocable instruction and authority to pay the redemption price to the
holders thereof upon surrender of certificates therefor, such shares shall not
be entitled to vote on any matter and shall not be deemed to be outstanding
shares. Shares of its own stock held by the corporation in a fiduciary capacity
shall not be voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at any given time.
SECTION 12. NONCUMULATIVE VOTING. At each election of 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 and for whose election he has a right to vote.
No shareholder may cast more than one vote for any one nominee for director.
SECTION 13. VOTING TRUST. Any number of shareholders of the corporation
may create a voting trust for the purpose of conferring upon a trustee or
trustees the right to vote or otherwise represent their shares, for a period of
not to exceed ten years, by entering into a written voting trust agreement
specifying the terms and conditions of the voting trust, by depositing a
counterpart of the agreement with the corporation at its registered office, and
by transferring their shares to such trustee or trustees for the purpose of the
agreement. The counterpart of the voting trust agreement so deposited with the
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corporation shall be subject to the same right of examination by a shareholder
of the corporation, in person or by agent or attorney, as are the books and
records of the corporation, and shall be subject to examination by any holder of
a beneficial interest in the voting trust, either in person or by agent or
attorney, at a reasonable time for any proper purpose.
SECTION 14. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
SECTION 15. SHAREHOLDER PROPOSALS AT ANNUAL MEETINGS.
(a) At an annual meeting of the shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors or (iii) otherwise
properly brought before the meeting by a shareholder of the corporation who is a
shareholder of record on the date of the giving of the notice provided for in
this Section 15 and on the record date for the determination of shareholders
entitled to vote at such meeting and who complies with the notice procedures set
forth in this in this Section 15.
(b) In addition to any other applicable requirements for
business to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the corporation. To be timely a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation not
less than 45 days nor more than 75 days prior to the date on which the
corporation first mailed its proxy materials for the previous year's annual
meeting of shareholders (or the date on which the corporation mails its proxy
materials for the current year if during the prior year the corporation did not
hold an annual meeting or if the date of the annual meeting was changed more
than 30 days from the prior year). A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of the corporation which are
beneficially owned by the shareholder, (iv) a description of any material
interest of such shareholder in such business, (v) a representation that such
shareholder intends to appear in person or by proxy at the meeting to bring such
business before the meeting and (vi) any other information required by law.
(c) Notwithstanding anything in the bylaws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 15, provided, however, that nothing in this
Section 15 shall be deemed to preclude discussion by any shareholder of any
business properly brought before the annual meeting in accordance with said
procedure. The chairman of an annual meeting shall, if the facts warrant,
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determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 15 or other
rules applicable to the conduct of business at the annual meeting, and if he
should so determine he shall so declare to the meeting, and any such business
not properly brought before the meeting shall not be transacted.
(d) Nothing in this Section 15 shall affect the right of a
shareholder to request inclusion of a proposal in the corporation's proxy
statement to the extent that such right is provided by an applicable rule of the
Securities and Exchange Commission.
SECTION 16. NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF
DIRECTORS.
(a) In addition to any other applicable requirements, only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors.
(b) Nominations of persons for election to the Board of
Directors of the corporation may be made at a meeting of shareholders (i) by or
at the direction of the Board of Directors, (ii) by any nominating committee or
person appointed by the Board of Directors or (iii) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by any
shareholder of the corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section
16.
(c) Such nominations, other than those made by or at the
direction of the Board of Directors or a nominating committee, shall be made
pursuant to timely notice in writing to the Secretary of the corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation, not less than 45 days nor
more than 75 days prior to the date on which the corporation first mailed its
proxy materials for the previous year's annual meeting of shareholders (or the
date on which the corporation mails its proxy materials for the current year if
during the prior year the corporation did not hold an annual meeting or if the
date of the annual meeting was changed more than 30 days from the prior year).
Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of the corporation which are beneficially owned by the person, and (iv)
any other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a under
the Securities Exchange Act of 1934; and (b) as to the shareholder giving the
notice, (i) the name and record address of the shareholder, and (ii) the class
and number of shares of the corporation which are beneficially owned by the
shareholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as a director of the
corporation.
(d) To be eligible to be a nominee for election or reelection
as a director of the corporation, a person must deliver (in accordance with the
time periods prescribed for delivery of notice under Section 16(c) of these
bylaws) to the Secretary at the principal executive offices of the corporation a
written questionnaire with respect to the background and qualification of such
person and the background of any other person or entity on whose behalf the
nomination is being made (which questionnaire shall be provided by the Secretary
upon written request) and a written representation and agreement (in the form
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provided by the Secretary upon written request) that such person (A) is not and
will not become a party to (1) any agreement, arrangement or understanding with,
and has not given any commitment or assurance to, any person or entity as to how
such person, if elected as a director of the corporation, will act or vote on
any issue or question (a "Voting Commitment") that has not been disclosed to the
corporation or (2) any Voting Commitment that could limit or interfere with such
person's ability to comply, if elected as a director of the corporation, with
such person's fiduciary duties under applicable law, (B) is not and will not
become a party to any agreement, arrangement or understanding with any person or
entity other than the corporation with respect to any direct or indirect
compensation, reimbursement or indemnification in connection with service or
action as a director that has not been disclosed therein and (C) in such
person's individual capacity and on behalf of any person or entity on whose
behalf the nomination is being made, would be in compliance, if elected as a
director of the corporation, and will comply with all applicable publicly
disclosed corporate governance, conflict of interest, confidentiality and stock
ownership and trading policies and guidelines of the corporation.
ARTICLE III. BOARD OF DIRECTORS.
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SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors. Directors shall have the absolute
right at any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of the
corporation.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS. The number of directors
of this corporation shall be not less than three nor more than seven. Each
director shall hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board may determine and,
if so determined, no notice thereof need be given, provided that the first
meeting following such a determination by the Board may be held no less than 72
hours after the determination. A regular meeting of the Board of Directors may
be held without notice immediately after the annual meeting of shareholders at
the same place at which such meeting was held.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of any two directors or the Chairman of the
Board of Directors. The person or persons authorized to call special meetings of
the Board of Directors may fix any place as the place for holding any special
meeting of the Board of Directors called by them.
SECTION 5. NOTICE.
(a) No notice is required for regular meetings of the Board of
Directors. Notice of special meetings of the Board of Directors shall be given
to each director at least five (5) days in advance of the meeting if given by
written notice, or at least seventy-two (72) hours in advance of the meeting if
given orally, by personal delivery in writing, or by delivery in writing and
acknowledged in writing by the director. Written notice may be transmitted by
mail, private carrier, personal delivery, telegraph, teletype, facsimile or
electronic mail. Oral notice may be communicated in person or by telephone, and
is effective when communicated in a comprehensible manner.
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(b) Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
SECTION 6. QUORUM. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice.
SECTION 7. MANNER OF ACTING. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. Any action required to be taken at a meeting of the Board of
Directors may be taken without a meeting, provided a consent in writing, setting
forth the action taken, shall be signed by all of the directors. Such consent
shall have the same effect as a unanimous vote.
SECTION 8. VACANCIES. Any vacancy occurring in the Board 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 be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors, shall be filled by the Board of Directors, such appointment to be
until the next annual meeting or a special meeting of the shareholders called
for the purpose of electing a director to the office to created.
SECTION 9. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and non-employee directors may be paid a fixed sum for
attendance at each such meeting of the Board of Directors. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Any such compensation fixed by the Board of
Directors shall be reported to the shareholders.
SECTION 10. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as secretary of
the meeting before adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
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SECTION 11. REMOVAL OF DIRECTORS. At a meeting called expressly for
that purpose, one or more directors 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 then entitled to vote at an election of directors. Any directorship to be
filled by reason of the removal of one or more directors by the shareholders may
be filled by election by the shareholders at the meeting at which the director
or directors are moved.
SECTION 12. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall be elected by a majority of the directors at any meeting of the
Board of Directors, may be an officer of the corporation and, if an officer, may
serve as Executive Chairman. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board of Directors. The Board of
Directors may also elect a Vice-Chairman of the Board of Directors who shall, in
the absence of the Chairman, preside at all meetings of the shareholders and of
the Board of Directors. In the absence of the Chairman or Vice-Chairman, another
director selected by the majority of the directors present shall preside at such
meetings.
SECTION 13. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
corporation, retain independent counsel or other advisers, and may authorize the
seal of the corporation to be affixed to all pages which may require it. Unless
the Board of Directors otherwise provides, each committee designated by the
Board of Directors may make, alter and repeal rules for the conduct of its
business. In the absence of such rules each committee shall conduct its business
in the same manner as the Board of Directors conducts its business pursuant to
these bylaws.
ARTICLE IV. OFFICERS.
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SECTION 1. POSITIONS. The officers of the corporation shall be
appointed by resolution of the Board of Directors and shall consist of a
President, a Secretary and a Treasurer. The Board of Directors may also appoint
additional officers by resolution, including without limitation an Executive
Chairman (who may be the Chairman of the Board), a Chief Executive Officer and
one or more Vice Presidents (who may be designated Senior Vice President or
Executive Vice President). The corporation may have such additional or assistant
officers as the Board of Directors may appoint from time to time. The Board of
Directors shall also have the authority, but shall not be required, to designate
officers as the Chief Operating Officer, the Chief Financial Officer or similar
such titles.
SECTION 2. APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation shall be appointed annually by resolution of the Board of Directors
at the first meeting of the Board held after each annual meeting of the
shareholders. If officers are not appointed at such meeting, such appointment
shall occur as soon as possible thereafter, or may be left vacant. Each officer
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shall hold office until a successor shall have been appointed and qualified or
until said officer's earlier death, resignation, or removal.
SECTION 3. PRESIDENT. In the absence of a Chief Executive Officer or
Executive Chairman, the president shall be the principal executive officer of
the corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the Board of Directors from time to time.
SECTION 4. SECRETARY. The secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and shall perform such other duties as may
be prescribed by the Board of Directors. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of Directors, 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.
SECTION 5. TREASURER. The treasurer shall have charge and custody of
all funds and securities of the corporation, shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation,
shall deposit all moneys 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, and shall perform all other duties incident to the office of
treasurer and such other duties as may from time to time be assigned to him by
the Board of Directors. He 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 the Board of Directors, at the regular
meetings of the Board, or when the Board of Directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
SECTION 6. AUTHORITY AND DUTIES OF OTHER OFFICERS. Each officer shall
have the authority and shall perform the duties set forth in these bylaws or, to
the extent consistent with the bylaws, the duties prescribed by the Board of
Directors or an officer authorized by the Board to prescribe the duties of such
officer.
SECTION 7. COMPENSATION AND CONTRACT RIGHTS. The Board of Directors
shall have authority (a) to fix the compensation, whether in the form of salary,
bonus, stock options or otherwise, of all officers and employees of the
corporation, either specifically or by formula applicable to particular classes
of officers or employees, and (b) to authorize officers of the corporation to
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fix the compensation of subordinate employees. The Board of Directors shall have
authority to appoint a Compensation Committee and may delegate to such committee
any or all of its authority relating to compensation. The appointment of an
officer shall not of itself create contract rights.
SECTION 8. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 9. VACANCIES. If any office becomes vacant by any reason, the
directors may appoint a successor or successors who shall hold office for the
unexpired term or leave such office vacant.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS.
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SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or 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.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors or delegated to an officer by resolution of
the Board. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes or other evidence of indebtedness issued in the name
of the corporation shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed 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.
ARTICLE VI. CERTIFICATES FOR SHARES, THEIR TRANSFER, LOST CERTIFICATES.
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SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the president or a vice
president and by the secretary or an assistant secretary. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed, or mutilated certificate a
new one may be issued therefor. Any person claiming a certificate of stock to be
lost or destroyed shall make an affidavit or affirmation of that fact and
advertise the same in such manner as the Board of Directors may require and
shall give the corporation a bond of indemnity in form and with one or more
sureties and in such amount as determined by the Board of Directors, whereupon a
new certificate may be issued of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed, but always subject to the
approval of the Board of Directors.
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SECTION 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to the transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with the secretary of the
corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VII. DIVIDENDS.
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SECTION 1. WHEN DECLARED. The Board of Directors may from time to time
declare, and the corporation may pay, dividends on its outstanding shares in
cash, property, or its own shares, upon the terms and conditions provided by
law.
SECTION 2. RESERVE. The Board of Directors may set aside out of the net
profits of the corporation available for dividends such sum or sums, before
payment of any dividend, as the Board of Directors in their absolute discretion
think proper as a reserve fund. 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 think conducive to the interests
of the corporation, and they may abolish or modify any such reserve in the
manner in which it was created.
ARTICLE VIII. SEAL.
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SECTION 1. The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon
ARTICLE IX. WAIVER OF NOTICE.
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SECTION 1. Whenever any notice is required to be given to any
shareholder or any director of the corporation under the provisions of these
bylaws or under the provisions of the laws of the State of Nevada, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE X. AMENDMENTS.
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SECTION 1. The power to alter, amend or repeal the bylaws of the
corporation, or to adopt new bylaws shall be vested in the Board of Directors,
subject to repeal or change by action of the shareholders; provided, no bylaws
shall be adopted by the Board of Directors which shall require more than a
majority of the voting shares for a quorum at a meeting of the shareholders, or
more than a majority of the votes cast to constitute action by the shareholders,
except where higher percentages are required by law. The directors may amend or
repeal bylaws passed by them but may not amend or repeal the bylaws passed by
the shareholders.
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ARTICLE XI. INDEMNITY
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SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation
shall, to the maximum extent and in the manner permitted by the Nevada Revised
Statutes, as amended, indemnify each of its directors and officers against
expenses (including attorneys' fees), judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this paragraph, a director or officer of the
corporation includes any person (i) who is or was a director or officer of the
corporation, (ii) who is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) who was a director or officer of a corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.
SECTION 2. INDEMNIFICATION OF OTHERS. The corporation shall have the
power, to the extent and in the manner permitted by the Nevada Revised Statutes,
as amended, to indemnify each of its employees and agents (other than directors
and officers) against expenses (including attorneys fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the corporation. For purposes of this paragraph, an employee or agent
of the corporation (other than a director or officer) includes any person (i)
who is or was an employee or agent of the corporation, (ii) who is or was
serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an employee or agent of a corporation which was a predecessor corporation of
the corporation or of another enterprise at the request of such predecessor
corporation.
SECTION 3. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of the Nevada Revised Statutes, as
amended.
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