BYLAWS
OF
GOLDTECH MINING CORPORATION
a Nevada corporation
1. ARTICLE
DEFINITIONS
1.1 Definitions. Unless the context clearly requires otherwise, in these
Bylaws:
(a) "Board" means the board of directors of the Company.
(b) "Bylaws" means these bylaws as adopted by the Board and includes
amendments subsequently adopted by the Board or by the Stockholders.
(c) "Articles of Incorporation" means the Articles of Incorporation of
Goldtech Mining Corporation, as filed with the Secretary of State of
the State of Nevada and includes all amendments thereto and
restatements thereof subsequently filed.
(d) "Company" means Goldtech Mining Corporation a Nevada corporation.
(e) "Section" refers to sections of these Bylaws.
(f) "Stockholder" means stockholders of record of the Company.
1.2 Offices. The title of an office refers to the person or persons who at any
given time perform the duties of that particular office for the Company.
2. ARTICLE OFFICES
2.1 Principal Office. The Company may locate its principal office within or
without the state of incorporation as the Board may determine.
2.2 Registered Office. The registered office of the Company required by law to
be maintained in the state of incorporation may be, but need not be, the
same as the principal place of business of the Company. The Board may
change the address of the registered office from time to time.
2.3 Other Offices. The Company may have offices at such other places, either
within or without the state of incorporation, as the Board may designate or
as the business of the Company may require from time to time.
3. ARTICLE MEETINGS OF
STOCKHOLDERS
3.1 Annual Meetings. The Stockholders of the Company shall hold their annual
meetings for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings at such time,
date and place as the Board shall determine by resolution.
3.2 Special Meetings. The Board, the Chairman of the Board, the President or a
committee of the Board duly designated and whose powers and authority
include the power to call meetings may call special meetings of the
Stockholders of the Company at any time for any purpose or purposes.
Special meetings of the Stockholders of the Company may also be called by
the holders of at least 30% of all shares entitled to vote at the proposed
special meeting.
3.3 Place of Meetings. The Stockholders shall hold all meetings at such places,
within or without the State of Nevada, as the Board or a committee of the
Board shall specify in the notice or waiver of notice for such meetings.
3.4 Notice of Meetings. Except as otherwise required by law, the Board or a
committee of the Board shall give notice of each meeting of Stockholders,
whether annual or special, not less than 10 nor more than 50 days before
the date of the meeting. The Board or a committee of the Board shall
deliver a notice to each Stockholder entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his address as it appears on the records of
the Company, or by transmitting a notice thereof to him at such address by
telegraph, telecopy, cable or wireless. If mailed, notice is given on the
date deposited in the United States mail, postage prepaid, directed to the
Stockholder at his address as it appears on the records of the Company. An
affidavit of the Secretary or an Assistant Secretary or of the Transfer
Agent of the Company that he has given notice shall constitute, in the
absence of fraud, prima facie evidence of the facts stated therein.
Every notice of a meeting of the Stockholders shall state the place, date
and hour of the meeting and, in the case of a special meeting, also shall state
the purpose or purposes of the meeting. Furthermore, if the Company will
maintain the list at a place other than where the meeting will take place, every
notice of a meeting of the Stockholders shall specify where the Company will
maintain the list of Stockholders entitled to vote at the meeting.
3.5 Stockholder Notice. Subject to the Articles of Incorporation, the
Stockholders who intend to nominate persons to the Board of Directors or
propose any other action at an annual meeting of Stockholders must timely
notify the Secretary of the Company of such intent. To be timely, a
Stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 50 days nor more
than 90 days prior to the date of such meeting; provided, however, that in
the event that less than 75 days' notice of the date of the meeting is
given or made to Stockholders, notice by the Stockholder to be timely must
be received not later than the close of business on the 15th day following
the date on which such notice of the date of the annual meeting was mailed.
Such notice must be in writing and must include a (i) a brief description
of the business desired to the brought before the annual meeting and the
reasons for conducting such business at the meeting; (ii) the name and
record address of the Stockholder proposing such business; (iii) the class,
series and number of shares of capital stock of the Company which are
beneficially owned by the Stockholder; and (iv) any material interest of
the Stockholder in such business. The Board of Directors reserves the right
to refuse to submit any such proposal to stockholders at an annual meeting
if, in its judgment, the information provided in the notice is inaccurate
or incomplete.
3.6 Waiver of Notice. Whenever these Bylaws require written notice, a written
waiver thereof, signed by the person entitled to notice, whether before or
after the time stated therein, shall constitute the equivalent of notice.
Attendance of a person at any meeting shall constitute a waiver of notice
of such meeting, except when the person attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened. No
written waiver of notice need specify either the business to be transacted
at, or the purpose or purposes of any regular or special meeting of the
Stockholders, directors or members of a committee of the Board.
3.7 Adjournment of Meeting. When the Stockholders adjourn a meeting to another
time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Stockholders may
transact any business which they may have transacted at the original
meeting. If the adjournment is for more than 30 days or, if after the
adjournment, the Board or a committee of the Board fixes a new record date
for the adjourned meeting, the Board or a committee of the Board shall give
notice of the adjourned meeting to each Stockholder of record entitled to
vote at the meeting.
3.8 Quorum. Except as otherwise required by law, the holders of a majority of
all of the shares of the stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum for all purposes at any
meeting of the Stockholders. In the absence of a quorum at any meeting or
any adjournment thereof, the holders of a majority of the shares of stock
entitled to vote who are present, in person or by proxy, or, in the absence
therefrom of all the Stockholders, any officer entitled to preside at, or
to act as secretary of, such meeting may adjourn such meeting to another
place, date or time.
If the chairman of the meeting gives notice of any adjourned special
meeting of Stockholders to all Stockholders entitled to vote thereat, stating
that the minimum percentage of stockholders for a quorum as provided by Nevada
law shall constitute a quorum, then, except as otherwise required by law, that
percentage at such adjourned meeting shall constitute a quorum and a majority of
the votes cast at such meeting shall determine all matters.
3.9 Organization. Such person as the Board may have designated or, in the
absence of such a person, the highest ranking officer of the Company who is
present shall call to order any meeting of the Stockholders, determine the
presence of a quorum, and act as chairman of the meeting. In the absence of
the Secretary or an Assistant Secretary of the Company, the chairman shall
appoint someone to act as the secretary of the meeting.
3.10 Conduct of Business. The chairman of any meeting of Stockholders shall
determine the order of business and the procedure at the meeting, including
such regulations of the manner of voting and the conduct of discussion as
he deems in order.
3.11 List of Stockholders. At least 10 days before every meeting of
Stockholders, the Secretary shall prepare a list of the Stockholders
entitled to vote at the meeting or any adjournment thereof, arranged in
alphabetical order, showing the address of each Stockholder and the number
of shares registered in the name of each Stockholder. The Company shall
make the list available for examination by any Stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least 10 days prior to the meeting, either at a place within the city where
the meeting will take place or at the place designated in the notice of the
meeting.
The Secretary shall produce and keep the list at the time and place of the
meeting during the entire duration of the meeting, and any Stockholder who is
present may inspect the list at the meeting. The list shall constitute
presumptive proof of the identity of the Stockholders entitled to vote at the
meeting and the number of shares each Stockholder holds.
A determination of Stockholders entitled to vote at any meeting of
Stockholders pursuant to this Section shall apply to any adjournment thereof.
3.12 Fixing of Record Date. For the purpose of determining Stockholders entitled
to notice of or to vote at any meeting of Stockholders or any adjournment
thereof, or Stockholders entitled to receive payment of any dividend, or in
order to make a determination of Stockholders for any other proper purpose,
the Board or a committee of the Board may fix in advance a date as the
record date for any such determination of Stockholders. However, the Board
shall not fix such date, in any case, more than 60 days nor less than 10
days prior to the date of the particular action.
If the Board or a committee of the Board does not fix a record date for the
determination of Stockholders entitled to notice of or to vote at a meeting of
Stockholders, the record date shall be at the close of business on the day next
preceding the day on which notice is given or if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held or
the date on which the Board adopts the resolution declaring a dividend.
3.13 Voting of Shares. Each Stockholder shall have one vote for every share of
stock having voting rights registered in his name on the record date for
the meeting. The Company shall not have the right to vote treasury stock of
the Company, nor shall another corporation have the right to vote its stock
of the Company if the Company holds, directly or indirectly, a majority of
the shares entitled to vote in the election of directors of such other
corporation. Persons holding stock of the Company in a fiduciary capacity
shall have the right to vote such stock. Persons who have pledged their
stock of the Company shall have the right to vote such stock unless in the
transfer on the books of the Company the pledgor expressly empowered the
pledgee to vote such stock. In that event, only the pledgee, or his proxy,
may represent such stock and vote thereon.
A plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote shall determine all
elections and, except when the law or Articles of Incorporation requires
otherwise, the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote shall determine all
other matters.
Where a separate vote by a class or classes is required, a
majority of the outstanding shares of such class or classes, present in person
or represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and the affirmative vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.
The Stockholders may vote by voice vote on all matters. Upon
demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall
vote by ballot. In that event, each ballot shall state the name of the
Stockholder or proxy voting, the number of shares voted and such other
information as the Company may require under the procedure established for the
meeting.
3.14 Inspectors. At any meeting in which the Stockholders vote by ballot, the
chairman may appoint one or more inspectors. Each inspector shall take and
sign an oath to execute the duties of inspector at such meeting faithfully,
with strict impartiality, and according to the best of his ability. The
inspectors shall ascertain the number of shares outstanding and the voting
power of each; determine the shares represented at a meeting and the
validity of proxies and ballots; count all votes and ballots; determine and
retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors; and certify their
determination of the number of shares represented at the meeting, and their
count of all votes and ballots. The certification required herein shall
take the form of a subscribed, written report prepared by the inspectors
and delivered to the Secretary of the Company. An inspector need not be a
Stockholder of the Company, and any officer of the Company may be an
inspector on any question other than a vote for or against a proposal in
which he has a material interest.
3.15 Proxies. A Stockholder may
exercise any voting rights in person or by his proxy appointed by an instrument
in writing, which he or his authorized attorney-in-fact has subscribed and which
the proxy has delivered to the secretary of the meeting pursuant to the manner
prescribed by law.
A proxy is not valid after the expiration of 13 months after
the date of its execution, unless the person executing it specifies thereon the
length of time for which it is to continue in force (which length may exceed 12
months) or limits its use to a particular meeting. Each proxy is irrevocable if
it expressly states that it is irrevocable and if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power.
The attendance at any meeting of a Stockholder who previously
has given a proxy shall not have the effect of revoking the same unless he
notifies the Secretary in writing prior to the voting of the proxy.
3.16 Action by Consent. Any action required to be taken at any annual or special
meeting of stockholders of the Company or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without 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 Company by delivery to its registered office, its
principal place of business, or an officer or agent of the Company having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Company's registered office shall be by hand
or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within 50 days of the
earliest dated consent delivered in the manner required by this section to the
Company, written consents signed by a sufficient number of holders to take
action are delivered to the Company by delivery to its registered office, its
principal place of business or an officer or agent of the Company having custody
of the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Company's registered office shall be by hand or by
certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
4. ARTICLE BOARD OF
DIRECTORS
4.1 General Powers. The Board shall manage the property, business and affairs
of the Company.
4.2 Number. The number of directors who shall constitute the Board shall equal
not less than 1 nor more than 10, as the Board or majority stockholders may
determine by resolution from time to time.
4.3 Election of Directors and Term of Office. The Stockholders of the Company
shall elect the directors at the annual or adjourned annual meeting (except
as otherwise provided herein for the filling of vacancies). Each director
shall hold office until his death, resignation, retirement, removal, or
disqualification, or until his successor shall have been elected and
qualified.
4.4 Resignations. Any director of the Company may resign at any time by giving
written notice to the Board or to the Secretary of the Company. Any
resignation shall take effect upon receipt or at the time specified in the
notice. Unless the notice specifies otherwise, the effectiveness of the
resignation shall not depend upon its acceptance.
4.5 Removal. Stockholders holding 2/3 of the outstanding shares entitled to
vote at an election of directors may remove any director or the entire
Board of Directors at any time, with or without cause.
4.6 Vacancies. Any vacancy on the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or any other
cause may be filled by a majority of the remaining directors, a sole
remaining director, or the majority stockholders. Any director elected to
fill a vacancy shall hold office until his death, resignation, retirement,
removal, or disqualification, or until his successor shall have been
elected and qualified.
4.7 Chairman of the Board. At the initial and annual meeting of the Board, the
directors may elect from their number a Chairman of the Board of Directors.
The Chairman shall preside at all meetings of the Board and shall perform
such other duties as the Board may direct. The Board also may elect a Vice
Chairman and other officers of the Board, with such powers and duties as
the Board may designate from time to time.
4.8 Compensation. The Board may compensate directors for their services and may
provide for the payment of all expenses the directors incur by attending
meetings of the Board or otherwise.
5. ARTICLE MEETINGS OF
DIRECTORS
5.1 Regular Meetings. The Board may hold regular meetings at such places, dates
and times as the Board shall establish by resolution. If any day fixed for
a meeting falls on a legal holiday, the Board shall hold the meeting at the
same place and time on the next succeeding business day. The Board need not
give notice of regular meetings.
5.2 Place of Meetings. The Board may hold any of its meetings in or out of the
State of Nevada, at such places as the Board may designate, at such places
as the notice or waiver of notice of any such meeting may designate, or at
such places as the persons calling the meeting may designate.
5.3 Meetings by Telecommunications. The Board or any committee of the Board may
hold meetings by means of conference telephone or similar
telecommunications equipment that enable all persons participating in the
meeting to hear each other. Such participation shall constitute presence in
person at such meeting.
5.4 Special Meetings. The Chairman of the Board, the President, or one-half of
the directors then in office may call a special meeting of the Board. The
person or persons authorized to call special meetings of the Board may fix
any place, either in or out of the State of Nevada as the place for the
meeting.
5.5 Notice of Special Meetings. The person or persons calling a special meeting
of the Board shall give written notice to each director of the time, place,
date and purpose of the meeting of not less than three business days if by
mail and not less than 24 hours if by telegraph or in person before the
date of the meeting. If mailed, notice is given on the date deposited in
the United States mail, postage prepaid, to such director. A director may
waive notice of any special meeting, and any meeting shall constitute a
legal meeting without notice if all the directors are present or if those
not present sign either before or after the meeting a written waiver of
notice, a consent to such meeting, or an approval of the minutes of the
meeting. A notice or waiver of notice need not specify the purposes of the
meeting or the business which the Board will transact at the meeting.
5.6 Waiver by Presence. Except when expressly for the purpose of objecting to
the legality of a meeting, a director's presence at a meeting shall
constitute a waiver of notice of such meeting.
5.7 Quorum. A majority of the directors then in office shall constitute a
quorum for all purposes at any meeting of the Board. In the absence of a
quorum, a majority of directors present at any meeting may adjourn the
meeting to another place, date or time without further notice. No proxies
shall be given by directors to any person for purposes of voting or
establishing a quorum at a directors meetings.
5.8 Conduct of Business. The Board shall transact business in such order and
manner as the Board may determine. Except as the law requires otherwise,
the Board shall determine all matters by the vote of a majority of the
directors present at a meeting at which a quorum is present. The directors
shall act as a Board, and the individual directors shall have no power as
such.
5.9 Action by Consent. The Board or a committee of the Board may take any
required or permitted action without a meeting if all members of the Board
or committee consent thereto in writing and file such consent with the
minutes of the proceedings of the Board or committee.
6. ARTICLE COMMITTEES
6.1 Committees of the Board. The Board may designate, by a vote of a majority
of the directors then in office, committees of the Board. The committees
shall serve at the pleasure of the Board and shall possess such lawfully
delegable powers and duties as the Board may confer.
6.2 Selection of Committee Members. The Board shall elect by a vote of a
majority of the directors then in office a director or directors to serve
as the member or members of a committee. By the same vote, the Board may
designate other directors as alternate members who may replace any absent
or disqualified member at any meeting of a committee. In the absence or
disqualification of any member of any committee and any alternate member in
his place, the member or members of the committee present at the meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may appoint by unanimous vote another member of the Board to act at
the meeting in the place of the absent or disqualified member.
6.3 Conduct of Business. Each committee may determine the procedural rules for
meeting and conducting its business and shall act in accordance therewith,
except as the law or these Bylaws require otherwise. Each committee shall
make adequate provision for notice of all meetings to members. A majority
of the members of the committee shall constitute a quorum, unless the
committee consists of one or two members. In that event, one member shall
constitute a quorum. A majority vote of the members present shall determine
all matters. A committee may take action without a meeting if all the
members of the committee consent in writing and file the consent or
consents with the minutes of the proceedings of the committee.
6.4 Authority. Any committee, to the extent the Board provides, shall have and
may exercise all the powers and authority of the Board in the management of
the business and affairs of the Company, and may authorize the affixation
of the Company's seal to all instruments which may require or permit it.
However, no committee shall have any power or authority with regard to
amending the Articles of Incorporation, adopting an agreement of merger or
consolidation, recommending to the Stockholders the sale, lease or exchange
of all or substantially all of the Company's property and assets,
recommending to the Stockholders a dissolution of the Company or a
revocation of a dissolution of the Company, or amending these Bylaws of the
Company. Unless a resolution of the Board expressly provides, no committee
shall have the power or authority to declare a dividend, to authorize the
issuance of stock, or to adopt a certificate of ownership and merger.
6.5 Minutes. Each committee shall keep regular minutes of its proceedings and
report the same to the Board when required.
7. ARTICLE
OFFICERS
7.1 Officers of the Company. The officers of the Company shall consist of a
President, a Secretary and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and other officers as the Board may designate and
elect from time to time. The same person may hold at the same time any two
or more offices.
7.2 Election and Term. The Board shall elect the officers of the Company. Each
officer shall hold office until his death, resignation, retirement, removal
or disqualification, or until his successor shall have been elected and
qualified.
7.3 Compensation of Officers. The Board shall fix the compensation of all
officers of the Company. No officer shall serve the Company in any other
capacity and receive compensation, unless the Board authorizes the
additional compensation.
7.4 Removal of Officers and Agents. The Board may remove any officer or agent
it has elected or appointed at any time, with or without cause.
7.5 Resignation of Officers and Agents. Any officer or agent the Board has
elected or appointed may resign at any time by giving written notice to the
Board, the Chairman of the Board, the President, or the Secretary of the
Company. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified. Unless otherwise specified
in the notice, the Board need not accept the resignation to make it
effective.
7.6 Bond. The Board may require by resolution any officer, agent, or employee
of the Company to give bond to the Company, with sufficient sureties
conditioned on the faithful performance of the duties of his respective
office or agency. The Board also may require by resolution any officer,
agent or employee to comply with such other conditions as the Board may
require from time to time.
7.7 President. The President shall be the chief operating officer of the
Company and, subject to the Board's control, shall supervise and direct all
of the business and affairs of the Company. When present, he shall sign
(with or without the Secretary, an Assistant Secretary, or any other
officer or agent of the Company which the Board has authorized) deeds,
mortgages, bonds, contracts or other instruments which the Board has
authorized an officer or agent of the Company to execute. However, the
President shall not sign any instrument which the law, these Bylaws, or the
Board expressly require some other officer or agent of the Company to sign
and execute. In general, the President shall perform all duties incident to
the office of President and such other duties as the Board may prescribe
from time to time.
7.8 Vice Presidents. In the absence of the President or in the event of his
death, inability or refusal to act, the Vice Presidents in the order of
their length of service as Vice Presidents, unless the Board determines
otherwise, shall perform the duties of the President. When acting as the
President, a Vice President shall have all the powers and restrictions of
the Presidency. A Vice President shall perform such other duties as the
President or the Board may assign to him from time to time.
7.9 Secretary. The Secretary shall (a) keep the minutes of the meetings of the
Stockholders and of the Board in one or more books for that purpose, (b)
give all notices which these Bylaws or the law requires, (c) serve as
custodian of the records and seal of the Company, (d) affix the seal of the
corporation to all documents which the Board has authorized execution on
behalf of the Company under seal, (e) maintain a register of the address of
each Stockholder of the Company, (f) sign, with the President, a Vice
President, or any other officer or agent of the Company which the Board has
authorized, certificates for shares of the Company, (g) have charge of the
stock transfer books of the Company, and (h) perform all duties which the
President or the Board may assign to him from time to time.
7.10 Assistant Secretaries. In the absence of the Secretary or in the event of
his death, inability or refusal to act, the Assistant Secretaries in the
order of their length of service as Assistant Secretary, unless the Board
determines otherwise, shall perform the duties of the Secretary. When
acting as the Secretary, an Assistant Secretary shall have the powers and
restrictions of the Secretary. An Assistant Secretary shall perform such
other duties as the President, Secretary or Board may assign from time to
time.
7.11 Treasurer. The Treasurer shall (a) have responsibility for all funds and
securities of the Company, (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, (c) deposit all
moneys in the name of the Company in depositories which the Board selects,
and (d) perform all of the duties which the President or the Board may
assign to him from time to time.
7.12 Assistant Treasurers. In the absence of the Treasurer or in the event of
his death, inability or refusal to act, the Assistant Treasurers in the
order of their length of service as Assistant Treasurer, unless the Board
determines otherwise, shall perform the duties of the Treasurer. When
acting as the Treasurer, an Assistant Treasurer shall have the powers and
restrictions of the Treasurer. An Assistant Treasurer shall perform such
other duties as the Treasurer, the President, or the Board may assign to
him from time to time.
7.13 Delegation of Authority. Notwithstanding any provision of these Bylaws to
the contrary, the Board may delegate the powers or duties of any officer to
any other officer or agent. 7.14 Action with Respect to Securities of Other
Corporations. Unless the Board directs otherwise, the President shall have
the power to vote and otherwise act on behalf of the Company, in person or
by proxy, at any meeting of stockholders of or with respect to any action
of stockholders of any other corporation in which the Company holds
securities. Furthermore, unless the Board directs otherwise, the President
shall exercise any and all rights and powers which the Company possesses by
reason of its ownership of securities in another corporation.
7.15 Vacancies. The Board may fill any vacancy in any office because of death,
resignation, removal, disqualification or any other cause in the manner
which these Bylaws prescribe for the regular appointment to such office.
8. ARTICLE CONTRACTS, LOANS,
DRAFTS,
DEPOSITS AND ACCOUNTS
8.1 Contracts. The Board may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Company. The Board may make such
authorization general or special.
8.2 Loans. Unless the Board has authorized such action, no officer or agent of
the Company shall contract for a loan on behalf of the Company or issue any
evidence of indebtedness in the Company's name.
8.3 Drafts. The President, any Vice President, the Treasurer, any Assistant
Treasurer, and such other persons as the Board shall determine shall issue
all checks, drafts and other orders for the payment of money, notes and
other evidences of indebtedness issued in the name of or payable by the
Company.
8.4 Deposits. The Treasurer shall deposit all funds of the Company not
otherwise employed in such banks, trust companies, or other depositories as
the Board may select or as any officer, assistant, agent or attorney of the
Company to whom the Board has delegated such power may select. For the
purpose of deposit and collection for the account of the Company, the
President or the Treasurer (or any other officer, assistant, agent or
attorney of the Company whom the Board has authorized) may endorse, assign
and deliver checks, drafts and other orders for the payment of money
payable to the order of the Company.
8.5 General and Special Bank Accounts. The Board may authorize the opening and
keeping of general and special bank accounts with such banks, trust
companies, or other depositories as the Board may select or as any officer,
assistant, agent or attorney of the Company to whom the Board has delegated
such power may select. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.
9. ARTICLE CERTIFICATES FOR SHARES
AND THEIR TRANSFER
9.1 Certificates for Shares. Every owner of stock of the Company shall have the
right to receive a certificate or certificates, certifying to the number
and class of shares of the stock of the Company which he owns. The Board
shall determine the form of the certificates for the shares of stock of the
Company. The Secretary, transfer agent, or registrar of the Company shall
number the certificates representing shares of the stock of the Company in
the order in which the Company issues them. The President or any Vice
President and the Secretary or any Assistant Secretary shall sign the
certificates in the name of the Company. Any or all certificates may
contain facsimile signatures. In case any officer, transfer agent, or
registrar who has signed a certificate, or whose facsimile signature
appears on a certificate, ceases to serve as such officer, transfer agent,
or registrar before the Company issues the certificate, the Company may
issue the certificate with the same effect as though the person who signed
such certificate, or whose facsimile signature appears on the certificate,
was such officer, transfer agent, or registrar at the date of issue. The
Secretary, transfer agent, or registrar of the Company shall keep a record
in the stock transfer books of the Company of the names of the persons,
firms or corporations owning the stock represented by the certificates, the
number and class of shares represented by the certificates and the dates
thereof and, in the case of cancellation, the dates of cancellation. The
Secretary, transfer agent, or registrar of the Company shall cancel every
certificate surrendered to the Company for exchange or transfer. Except in
the case of a lost, destroyed, stolen or mutilated certificate, the
Secretary, transfer agent, or registrar of the Company shall not issue a
new certificate in exchange for an existing certificate until he has
canceled the existing certificate.
9.2 Transfer of Shares. A holder of record of shares of the Company's stock, or
his attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary, transfer agent or registrar of the Company, may
transfer his shares only on the stock transfer books of the Company. Such
person shall furnish to the Secretary, transfer agent, or registrar of the
Company proper evidence of his authority to make the transfer and shall
properly endorse and surrender for cancellation his existing certificate or
certificates for such shares. Whenever a holder of record of shares of the
Company's stock makes a transfer of shares for collateral security, the
Secretary, transfer agent, or registrar of the Company shall state such
fact in the entry of transfer if the transferor and the transferee request.
9.3 Lost Certificates. The Board may direct the Secretary, transfer agent, or
registrar of the Company to issue a new certificate to any holder of record
of shares of the Company's stock claiming that he has lost such
certificate, or that someone has stolen, destroyed or mutilated such
certificate, upon the receipt of an affidavit from such holder to such
fact. When authorizing the issue of a new certificate, the Board, in its
discretion may require as a condition precedent to the issuance that the
owner of such certificate give the Company a bond of indemnity in such form
and amount as the Board may direct.
9.4 Regulations. The Board may make such rules and regulations, not
inconsistent with these Bylaws, as it deems expedient concerning the issue,
transfer and registration of certificates for shares of the stock of the
corporation. The Board may appoint or authorize any officer or officers to
appoint one or more transfer agents, or one or more registrars, and may
require all certificates for stock to bear the signature or signatures of
any of them.
9.5 Holder of Record. The Company may treat as absolute owners of shares the
person in whose name the shares stand of record as if that person had full
competency, capacity and authority to exercise all rights of ownership,
despite any knowledge or notice to the contrary or any description
indicating a representative, pledge or other fiduciary relation, or any
reference to any other instrument or to the rights of any other person
appearing upon its record or upon the share certificate. However, the
Company may treat any person furnishing proof of his appointment as a
fiduciary as if he were the holder of record of the shares.
9.6 Treasury Shares. Treasury shares of the Company shall consist of shares
which the Company has issued and thereafter acquired but not canceled.
Treasury shares shall not carry voting or dividend rights.
10. ARTICLE
INDEMNIFICATION
10.1 Definitions. In this Article:
(a) "Indemnitee" means (i) any present or former Director, advisory
director or officer of the Company, (ii) any person who while serving
in any of the capacities referred to in clause (i) hereof served at the
Company's request as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, and (iii) any person
nominated or designated by (or pursuant to authority granted by) the
Board of Directors or any committee thereof to serve in any of the
capacities referred to in clauses (i) or (ii) hereof.
(b) "Official Capacity" means (i) when used with respect to a Director, the
office of Director of the Company, and (ii) when used with respect to a
person other than a Director, the elective or appointive office of the
Company held by such person or the employment or agency relationship
undertaken by such person on behalf of the Company, but in each case
does not include service for any other foreign or domestic corporation
or any partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise.
(c) "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, any appeal in such an action, suit or proceeding, and
any inquiry or investigation that could lead to such an action, suit or
proceeding.
10.2 Indemnification. The Company shall indemnify every Indemnitee against all
judgments, penalties (including excise and similar taxes), fines, amounts paid
in settlement and reasonable expenses actually incurred by the Indemnitee in
connection with any Proceeding in which he was, is or is threatened to be named
defendant or respondent, or in which he was or is a witness without being named
a defendant or respondent, by reason, in whole or in part, of his serving or
having served, or having been nominated or designated to serve, in any of the
capacities referred to in Section 10.1, if it is determined in accordance with
Section 10.4 that the Indemnitee (a) conducted himself in good faith, (b)
reasonably believed, in the case of conduct in his Official Capacity, that his
conduct was in the Company's best interests and, in all other cases, that his
conduct was at least not opposed to the Company's best interests, and (c) in the
case of any criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful; provided, however, that in the event that an Indemnitee is
found liable to the Company or is found liable on the basis that personal
benefit was improperly received by the Indemnitee the indemnification (i) is
limited to reasonable expenses actually incurred by the Indemnitee in connection
with the Proceeding and (ii) shall not be made in respect of any Proceeding in
which the Indemnitee shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Company. Except as provided in
the immediately preceding proviso to the first sentence of this Section 10.2, no
indemnification shall be made under this Section 10.2 in respect of any
Proceeding in which such Indemnitee shall have been (x) found liable on the
basis that personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the Indemnitee's Official Capacity, or
(y) found liable to the Company. The termination of any Proceeding by judgment,
order, settlement or conviction, or on a plea of nolo contendere or its
equivalent, is not of itself determinative that the Indemnitee did not meet the
requirements set forth in clauses (a), (b) or (c) in the first sentence of this
Section 10.2. An Indemnitee shall be deemed to have been found liable in respect
of any claim, issue or matter only after the Indemnitee shall have been so
adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom. Reasonable expenses shall, include, without limitation, all court
costs and all fees and disbursements of attorneys for the Indemnitee. The
indemnification provided herein shall be applicable whether or not negligence or
gross negligence of the Indemnitee is alleged or proven.
10.3 Successful Defense. Without limitation of Section 10.2 and in addition to
the indemnification provided for in Section 10.2, the Company shall indemnify
every Indemnitee against reasonable expenses incurred by such person in
connection with any Proceeding in which he is a witness or a named defendant or
respondent because he served in any of the capacities referred to in Section
10.1, if such person has been wholly successful, on the merits or otherwise, in
defense of the Proceeding.
10.4 Determinations. Any indemnification under
Section 10.2 (unless ordered by a court of competent jurisdiction) shall be made
by the Company only upon a determination that indemnification of the Indemnitee
is proper in the circumstances because he has met the applicable standard of
conduct. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of Directors who, at the time of such vote,
are not named defendants or respondents in the Proceeding; (b) if such a quorum
cannot be obtained, then by a majority vote of a committee of the Board of
Directors, duly designated to act in the matter by a majority vote of all
Directors (in which designated Directors who are named defendants or respondents
in the Proceeding may participate), such committee to consist solely of two (2)
or more Directors who, at the time of the committee vote, are not named
defendants or respondents in the Proceeding; (c) by special legal counsel
selected by the Board of Directors or a committee thereof by vote as set forth
in clauses (a) or (b) of this Section 10.4 or, if the requisite quorum of all of
the Directors cannot be obtained therefor and such committee cannot be
established, by a majority vote of all of the Directors (in which Directors who
are named defendants or respondents in the Proceeding may participate); or (d)
by the shareholders in a vote that excludes the shares held by Directors that
are named defendants or respondents in the Proceeding. Determination as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, determination
as to reasonableness of expenses must be made in the manner specified in clause
(c) of the preceding sentence for the selection of special legal counsel. In the
event a determination is made under this Section 10.4 that the Indemnitee has
met the applicable standard of conduct as to some matters but not as to others,
amounts to be indemnified may be reasonably prorated.
10.5 Advancement of Expenses. Reasonable expenses (including court costs and
attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or
is threatened to be made a named defendant or respondent in a Proceeding shall
be paid by the Company at reasonable intervals in advance of the final
disposition of such Proceeding, and without making any of the determinations
specified in Section 10.4, after receipt by the Company of (a) a written
affirmation by such Indemnitee of his good faith belief that he has met the
standard of conduct necessary for indemnification by the Company under this
Article and (b) a written undertaking by or on behalf of such Indemnitee to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized in this Article. Such written undertaking shall be an unlimited
obligation of the Indemnitee but need not be secured and it may be accepted
without reference to financial ability to make repayment. Notwithstanding any
other provision of this Article, the Company may pay or reimburse expenses
incurred by an Indemnitee in connection with his appearance as a witness or
other participation in a Proceeding at a time when he is not named a defendant
or respondent in the Proceeding.
10.6 Employee Benefit Plans. For purposes of this Article, the Company shall be
deemed to have requested an Indemnitee to serve an employee benefit plan
whenever the performance by him of his duties to the Company also imposes duties
on or otherwise involves services by him to the plan or participants or
beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall be deemed fines.
Action taken or omitted by an Indemnitee with respect to an employee benefit
plan in the performance of his duties for a purpose reasonably believed by him
to be in the interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is not opposed to the best interests of the
Company.
10.7 Other Indemnification and Insurance. The indemnification provided by this
Article shall (a) not be deemed exclusive of, or to preclude, any other rights
to which those seeking indemnification may at any time be entitled under the
Company's Articles of Incorporation, any law, agreement or vote of shareholders
or disinterested Directors, or otherwise, or under any policy or policies of
insurance purchased and maintained by the Company on behalf of any Indemnitee,
both as to action in his Official Capacity and as to action in any other
capacity, (b) continue as to a person who has ceased to be in the capacity by
reason of which he was an Indemnitee with respect to matters arising during the
period he was in such capacity, (c) inure to the benefit of the heirs, executors
and administrators of such a person and (d) not be required if and to the extent
that the person otherwise entitled to payment of such amounts hereunder has
actually received payment therefor under any insurance policy, contract or
otherwise.
10.8 Notice. Any indemnification of or advance of expenses to an
Indemnitee in accordance with this Article shall be reported in writing to the
shareholders of the Company with or before the notice or waiver of notice of the
next shareholders' meeting or with or before the next submission to shareholders
of a consent to action without a meeting and, in any case, within the 12-month
period immediately following the date of the indemnification or advance.
10.9 Construction. The indemnification provided by this Article shall be subject
to all valid and applicable laws, including, without limitation, the Nevada
General Corporation Law, and, in the event this Article or any of the provisions
hereof or the indemnification contemplated hereby are found to be inconsistent
with or contrary to any such valid laws, the latter shall be deemed to control
and this Article shall be regarded as modified accordingly, and, as so modified,
to continue in full force and effect.
10.10 Continuing Offer, Reliance, etc. The
provisions of this Article (a) are for the benefit of, and may be enforced by,
each Indemnitee of the Company, the same as if set forth in their entirety in a
written instrument duly executed and delivered by the Company and such
Indemnitee and (b) constitute a continuing offer to all present and future
Indemnitees. The Company, by its adoption of these Bylaws, (x) acknowledges and
agrees that each Indemnitee of the Company has relied upon and will continue to
rely upon the provisions of this Article in becoming, and serving in any of the
capacities referred to in Section 10.1(a) of this Article, (y) waives reliance
upon, and all notices of acceptance of, such provisions by such Indemnitees and
(z) acknowledges and agrees that no present or future Indemnitee shall be
prejudiced in his right to enforce the provisions of this Article in accordance
with their terms by any act or failure to act on the part of the Company.
10.11 Effect of Amendment. No amendment, modification or repeal of this Article
or any provision hereof shall in any manner terminate, reduce or impair the
right of any past, present or future Indemnitees to be indemnified by the
Company, nor the obligation of the Company to indemnify any such Indemnitees,
under and in accordance with the provisions of the Article as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.
11. ARTICLE TAKEOVER
OFFERS
In the event the Company receives a takeover offer, the Board of
Directors shall consider all relevant factors in evaluating such offer,
including, but not limited to, the terms of the offer, and the potential
economic and social impact of such offer on the Company's stockholders,
employees, customers, creditors and community in which it operates.
12. ARTICLE NOTICES
12.1 General. Whenever these Bylaws require notice to any Stockholder, director,
officer or agent, such notice does not mean personal notice. A person may give
effective notice under these Bylaws in every case by depositing a writing in a
post office or letter box in a postpaid, sealed wrapper, or by dispatching a
prepaid telegram addressed to such Stockholder, director, officer or agent at
his address on the books of the Company. Unless these Bylaws expressly provide
to the contrary, the time when the person sends notice shall constitute the time
of the giving of notice.
12.2 Waiver of Notice. Whenever the law or these Bylaws require notice, the
person entitled to said notice may waive such notice in writing, either before
or after the time stated therein.
13. ARTICLE
MISCELLANEOUS
13.1 Facsimile Signatures. In addition to the use of facsimile signatures which
these Bylaws specifically authorize, the Company may use such facsimile
signatures of any officer or officers, agents or agent, of the Company as the
Board or a committee of the Board may authorize.
13.2 Corporate Seal. The Board may provide for a suitable seal containing the
name of the Company, of which the Secretary shall be in charge. The Treasurer,
any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or
duplicates of the seal if and when the Board or a committee of the Board so
directs.
13.3 Fiscal Year. The Board shall have the authority to fix and change the
fiscal year of the Company.
14. ARTICLE
AMENDMENTS
Subject to the provisions of the Articles of Incorporation, the
Stockholders or the Board may amend or repeal these Bylaws at any meeting.
The undersigned hereby certifies that the foregoing constitutes a true
and correct copy of the Bylaws of the Company as adopted by the Directors on the
__ day of November , 2003.
Executed as of this __ day of November, 2003.
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______________, Secretary