Exhibit 3.4
BYLAWS OF
Nojata, Inc.
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. Meetings of the Stockholders of the
Corporation shall be held at the registered office of the Corporation, or at
such other place as specified from time to time by the Board of Directors of the
Corporation. If the Board of Directors shall specify another location, such
change in location shall be recorded on the notice calling such meeting.
SECTION 2. Annual Meeting of Stockholders. The annual meeting of the
Stockholders shall be held within one-hundred-fifty (150) days following the end
of each fiscal year, the specific date of such annual meeting to be set each
year by the Board of Directors. If that day should be a legal holiday, then the
meeting shall be held on the next following business day. At this meeting the
Stockholders shall elect a Board of Directors for the ensuing year and transact
other business as shall properly come before such meeting.
SECTION 3. Special Meetings. Special meetings of the Stockholders may
be called by the President, the Board of Directors or by the holders of not less
than one-tenth of the shares entitled to vote at the meeting.
SECTION 4. Notice of Meetings. Notice of meetings of the Stockholders
shall be delivered not less than ten nor more than fifty days before the date of
the meeting to be called. Notice need not be given to any Stockholder who shall
waive notice of any meeting in writing, whether before, at, or after the
meeting.
SECTION 5. Quorum and Adjournment. At any meeting of the Stockholders,
the presence, in person or by proxy of the holders of more than one-half of the
shares outstanding and entitled to vote shall constitute a quorum. In the
absence of a quorum, the meeting may be adjourned by any Officer entitled to
preside at or act as Secretary of such meeting, or by a majority in interest of
those Stockholders present in person or by proxy.
SECTION 6. Voting. At each meeting of the Stockholders, each
Stockholder of the Corporation shall be entitled to one vote in person or by
proxy for each share of the capital stock of the Corporation held by him and
registered in his name on the books of the Corporation as of the record date.
The record date for the determination of the Stockholders shall be the date upon
which notice of the meeting was sent to the Stockholders.
A proxy, to be valid, must be executed in writing by the
Stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided in
the proxy.
At all meetings of the Stockholders, a quorum being present,
all matters shall be decided by a simple majority vote of the then eligible
shares, except as otherwise provided by statute or by these Bylaws. The Vote on
any matter need not be by ballot unless required by statute or requested by a
Stockholder, in person or by proxy, who is entitled to vote at the meeting.
SECTION 7. Conduct of Meetings. Each meeting of the Stockholders shall
be presided over by the President or, if the President shall not be present, by
the Vice President. If both the President and Vice President are absent, a
Chairman shall be chosen by a majority in voting interest of those Stockholders
present or represented by proxy. The Secretary of the Corporation shall act as
Secretary of each meeting of the Stockholders. If he shall not be present, the
Chairman of the meeting shall appoint a Secretary.
SECTION 8. Informal Action. Any action of the Stockholders may be taken
without a meeting if consent in writing setting forth the action shall be signed
by a majority of the Stockholders entitled to vote on the action. Such consent
shall have the same force and effect as a majority vote of the Stockholders, and
may be stated as such in any document filed with the Secretary of State of
Nevada or in the corporate minutes.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Overall Power. The business of the Corporation shall be
managed by its Board of directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the Stockholders.
SECTION 2. Number, Term and Election. The Board of Directors shall
consist of at least one (1) Director or up to fifteen (15), as may be fixed from
time to time by these Bylaws. The Directors shall be elected at the Annual
Meeting of the Stockholders and shall hold office for one year or until their
successors are elected and qualified.
SECTION 3. Additional Powers. The Directors shall elect the Officers of
the Corporation and pass upon any and all bills or claims of such Officers for
salaries or other compensation and, if deemed advisable, shall contract with
such officers, employees, attorneys, directors and other persons rendering
service for their salaries or other compensation. The Directors are authorized
to establish any Board committees they desire.
SECTION 4. Organization. The President of the Corporation, or in his
absence, the Vice President, shall preside at each meeting of the Board of
Directors. The Secretary, or in his absence, any person appointed by the
Chairman of the Meeting, shall act as Secretary of the Meeting.
SECTION 5. Resignations. A Director of the Corporation may resign at
any time by giving written notice to the Board of Directors, President of
Secretary of the Corporation. The resignation shall take effect upon the date of
receipt of such notice, or at any alter period of time specified therein. The
acceptance of such resignation shall not be necessary to make it effective,
unless the resignation requires it to be effective as such.
SECTION 6. Removal. At any Stockholders meeting called expressly for
that purpose, the entire Board of Directors, or any lesser number, may be
removed, with or without cause, by a vote of the holders of the majority of the
shares then entitled to vote at any election of Directors.
SECTION 7. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors
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 affirmative vote of a majority of the
Directors then in office, by election at an Annual Meeting of the Stockholders,
or at a Special Meeting of the Stockholders called for that purpose.
A Director chosen to fill a position resulting from an
increase in the number of Directors shall hold office until the next Annual
Meeting of Stockholders or until his successor shall have been elected and
qualified.
SECTION 8. Place of Meeting. The Board of Directors may hold its
meetings any place within or without the State of Nevada that it may from time
to time appoint by resolution. The place of meeting may also be specified in the
notices thereof sent to Board members.
SECTION 9. Annual Meetings. The Annual Meeting of the Board of
Directors shall immediately follow the Annual Meeting of the Stockholders and be
held at the same place as said Annual Stockholders Meeting.
SECTION 10. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the President or by any two members of
the Board. Written notice of each special meeting, setting forth the time and
place of the meeting, shall be given to each Director at least twenty-four (24)
hours before the meeting. This notice may be given either personally or by
sending a copy of the notice through the United States mail or by telegram
(charges prepaid), to the address of each Director appearing on the books of the
Corporation. Any meeting of the Board of Directors, whether regular or special,
shall be a legal meeting if all of the Directors shall be present or shall sign
the minutes, whether or not notice was sent.
SECTION 11. Meetings in General. 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
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any annual, regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 12. Quorum and Manner of Acting. A majority of the Directors
shall constitute a quorum of the Board at any annual, regular or special
meeting; but, in the absence of a quorum of the Board, a minority shall have the
power of adjournment. 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.
SECTION 13. Compensation. The Board of Directors may provide by
resolution that the Corporation shall allow a fixed sum and reimbursement of
expenses for attendance at Board meetings. A Director may serve the Corporation
in a capacity other than that of a Director and receive compensation for the
services rendered in that capacity.
ARTICLE III
OFFICERS
SECTION 1. Number of Officers. The Officers of the Corporation shall be
elected by the Board of Directors and shall consist of a President, Vice
President, Secretary and Treasurer. Assistant Secretaries, Assistant Treasurers
and other Vice Presidents may be appointed as the Board of Directors may from
time to time deem necessary. Any two or more offices may be held by the same
person. All Officers shall hold office until their successors have been duly
elected and qualified, or until their death or resignation.
SECTION 2. When Chosen. Such Officers shall be chosen at the first
meeting of the Board of Directors and thereafter at the first Directors meeting
following the Annual Meeting of the Stockholders in each year, which first
meeting shall follow said Annual Meeting or shall be held as soon as a quorum of
Directors can be assembled.
SECTION 3. Time in Office. Said Officers shall hold their respective
offices until their successors are elected and enter upon the duties of their
offices. Any Officer shall at all times be subject to removal by the Board of
Directors with or without cause.
SECTION 4. Resignation. Any Officer may resign at any time by giving
written notice to the Board of Directors or to the President. Such resignation
shall take effect at the date of the receipt of the notice or at a later time if
specified in such notice of resignation. Unless the notice of resignation
specifies, the acceptance of the resignation shall not be necessary to make it
effective. When a vacancy occurs in one of the executive offices by reason of
death, resignation or otherwise, it shall be filled by the Board of Directors
for the unexpired period of time remaining for such office.
ARTICLE IV
DUTIES OF OFFICERS
SECTION 1. The President. The President shall be the Chief Executive
Officer of the Corporation, shall preside at all meetings of the Stockholders
and the Board of Directors, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. He shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other Officer or agent of the Corporation.
SECTION 2. The Secretary and Assistant Secretaries. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
Stockholders and shall record all the proceedings of the meetings of the
Corporation and of the Board of Directors in the book to be kept for that
purpose. He shall perform like duties for any standing committees when required.
The Secretary shall give, or cause to be given, notice of all
meetings of the Stockholders and special meeting of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. 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 an Assistant Secretary.
The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the board of Directors, shall,
in the absence or disability of the Secretary, perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
SECTION 4. The Treasurer and Assistant Treasurer. It shall be the duty
of the Treasurer to receive and have custody of all funds and monies realized by
the Corporation, and deposit the same in a bank to be designated by the
Directors, in the Corporation's name. He shall perform such other duties as may
from time to time be delegated to him by the Board of Directors.
If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors. Such bond shall be for the
faithful performance of the duties of his office and for restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
In the absence or inability of the Treasurer to act, an
Assistant Treasurer named by the Board of Directors, shall possess all the
powers and perform all the duties of the Treasurer.
ARTICLE IV
NOTICES
SECTION 1. Manner of Notice. In addition to, but not in contradiction
of, any other specific notice provision of these Bylaws, notices to Directors
and Stockholders shall be in writing and delivered personally or mailed to the
Directors at their addresses appearing on the books of the Corporation. Notice
by mail shall be deemed to be given at the time when the same shall be mailed.
Notice to Directors may also be given by telefax.
SECTION 2. Waiver of Notice. In addition to, but not in contradiction
of, any other specific notice provision of these Bylaws, whenever any notice is
required to be given under the provision of the statutes or of the Certificate
of Incorporation or of these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to said notice, whether before, at or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VI
SHARES OF STOCK
SECTION 1. Manner of Issuance. The Directors shall have the power to
issue the authorized common stock at such prices as they deem proper. Every
Stockholder shall be entitled to a certificate in such form as shall be approved
by the Board of Directors. The certificates shall be numbered in the order of
their issue and shall be signed by the President or Vice President and by the
Secretary. The stock certificates shall bear the name of the person owning said
stock, the number of shares represented by such certificates, and the date of
issue.
SECTION 2. Replacement of Certificates. The Board of Directors may
direct that a new certificate or certificates be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, upon the making of an Affidavit of the fact by the
person claiming the certificate of stock to be lost or destroyed.
When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the Corporation a bond in such
sums as it may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost or
destroyed.
SECTION 3. Surrender of Certificates. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 4. Recognition of Shareholder. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner. The
Corporation shall be entitled to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claims to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
CONTRACTS, LOANS AND CHECKS
SECTION 1. Execution of Contracts. Except as otherwise provided by
statute or by these Bylaws, the Board of Directors may authorize any Officer or
agent of the Corporation to enter into any contract, or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such authority may
be general or confined to specific instances and, unless so authorized, no
officer, agent or employee shall have any power to bind the Corporation for any
purpose, except as may be necessary to enable the Corporation to carry on its
normal and ordinary course of business.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no negotiable paper shall be issued in its name unless
authorized by the Board of Directors. When so authorized, any Officer or agent
of the Corporation may effect loans and advances at any time for the Corporation
from any bank, trust company or institution, firm, corporation or individual. An
agent so authorized may make and deliver promissory notes or other evidence of
indebtedness of the Corporation and may mortgage, pledge, hypothecate or
transfer any real or personal property held by the Corporation as security for
the payment of such loans. Such authority, in the Board of Directors'
discretion, may be general or confined to specific instances.
SECTION 3. Checks. Checks, notes, drafts and demands for money issued
in the name of the Corporation shall be signed by such person or persons as
designated by the board of Directors, and in the manner the Board prescribes.
ARTICLE VIII
DIVIDENDS
Subject to the provisions of the Certificate of Incorporation and the
laws of the State of Nevada, the Board of Directors may declare dividends
whenever, and in such amounts, as in the Board's opinion the condition of the
affairs of the Corporation shall render such advisable. The Board of Directors,
in its discretion, may use and apply any of the surplus or new profits to meet
contingencies, or for any other purposes that it may determine to be in the best
interest of the Corporation.
ARTICLE IX
SEAL AND FISCAL YEAR OF CORPORATION
SECTION 1. Seal. The Board of Directors shall provide a seal for the
Corporation by its resolution.
SECTION 2. Fiscal Year. The Board of Directors, in its sole discretion,
shall fix a fiscal year for the Corporation.
ARTICLE X
AMENDMENTS AND OTHER CORPORATE DOCUMENTS
SECTION 1. Amendments to Bylaws. Except as otherwise provided by the
Articles of Incorporation, these Bylaws, or the statutes of the State of Nevada,
the Board of Directors shall have the power to alter, amend or repeal these
Bylaws. The Board of Directors shall have the power to adopt new Bylaws. The
Board of Directors shall adopt new Bylaws by a vote of the majority of the
Directors then in office at any annual or special meeting of the Board of
Directors.
SECTION 2. Other Corporate Documents. The Board of Directors is
expressly authorized to enter into such other agreements as the Board of
Directors deems necessary to regulate the Corporation's internal operations.
Such agreements may include, but not be limited to, employment contracts and
buy-sell agreements between its key Stockholders, Officers, and employees.
The above and foregoing Bylaws were adopted and approved by the Board
of Directors on the 1st day of April 2000.
/s/ DAVID C. OWEN
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David C. Owen, Secretary