Exhibit 3.02
BYLAWS
OF
MID-POWER SERVICE CORPORATION
ARTICLE I
OFFICES
Section 1.01 Principal Office. The principal office shall be in the
city of Las Vegas, Nevada.
Section 1.02 Locations of Offices. The corporation may also have
offices at such other places both within and without the state of Nevada as the
board of directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
STOCKHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the stockholders
shall be held within 180 days after the end of the corporation's fiscal year at
such time as is designated by the board of directors and as is provided for in
the notice of the meeting. If the election of directors shall not be held on the
day designated herein for the annual meeting of the stockholders or at any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the stockholders as soon thereafter as may be
convenient.
Section 2.02 Special Meetings. Special meetings of the stockholders may
be called at any time in the manner provided in the articles of incorporation.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been stated in the notice of such special meeting.
Section 2.03 Place of Meetings. The board of directors may designate
any place, either within or without the state of incorporation, as the place of
meeting for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no designation
is made, the place of meeting shall be at the principal office of the
corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary,
if any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the stockholders (whether annual or special), to be mailed at least
10 but not more than 60 days prior to the meeting, to each stockholder of record
entitled to vote.
Section 2.05 Waiver of Notice. Any stockholder may waive notice of any
meeting of stockholders (however called or noticed, whether or not called or
noticed, and whether before, during, or after the meeting) by signing a written
waiver of notice or a consent to the holding of such meeting or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of notice regardless of whether a waiver,
consent, or approval is signed or any objections are made, unless attendance is
solely for the purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. All such waivers, consents, or approvals shall be made a part of the
minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining (i)
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting; (ii) stockholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or entitled to exercise any
rights in respect to any change, conversion, or exchange of stock; or (iii)
stockholders of the corporation for any other lawful purpose, the board of
directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than 60 days
and, in case of a meeting of stockholders, not less than 10 days prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting, the day preceding the date on
which notice of the meeting is mailed shall be the record date. For any other
purpose, the record date shall be the close of business on the date on which the
resolution of the board of directors pertaining thereto is adopted. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof. Failure to comply with this section shall not affect the
validity of any action taken at a meeting of stockholders.
Section 2.07 Voting Lists. The officers of the corporation shall cause
to be prepared from the stock ledger at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the principal
executive office of the corporation. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present. The original stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section, or the books of the corporation, or
to vote in person or by proxy at any meeting of stockholders.
Section 2.08 Quorum. Stock representing a majority of the voting power
of all outstanding stock of the corporation entitled to vote, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the articles of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such reconvened meeting at which a quorum is present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 2.09 Vote Required. When a quorum is present at any meeting,
the vote of the holders of stock having a majority of the voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one on which by express provision of the
statutes of the state of Nevada or of the articles of incorporation a different
vote is required, in which case such express provision shall govern and control
the decision of such question.
Section 2.10 Voting of Stock. Unless otherwise provided in the articles
of incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, subject to the modification of
such voting rights of any class or classes of the corporation's capital stock by
the articles of incorporation.
Section 2.11 Proxies. At each meeting of the stockholders, each
stockholder entitled to vote shall be entitled to vote in person or by proxy;
provided, however, that the right to vote by proxy shall exist only in case the
instrument authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such stock, as the case may be, as shown on
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the stock ledger of the corporation or by his attorney thereunto duly authorized
in writing. Such instrument authorizing a proxy to act shall be delivered at the
beginning of such meeting to the secretary of the corporation or to such other
officer or person who may, in the absence of the secretary, be acting as
secretary of the meeting. In the event that any such instrument shall designate
two or more persons to act as proxy, a majority of such persons present at the
meeting, or if only one be present, that one shall (unless the instrument shall
otherwise provide) have all of the powers conferred by the instrument on all
persons so designated. Persons holding stock in a fiduciary capacity shall be
entitled to vote the stock so held, and the persons whose shares are pledged
shall be entitled to vote, unless the transfer by the pledgor in the books and
records of the corporation shall have expressly empowered the pledgee to vote
thereon, in which case the pledgee, or his proxy, may represent such stock and
vote thereon. No proxy shall be voted or acted on after six months from its
date, unless the proxy is coupled with an interest, or unless the proxy provides
for a longer period not to exceed seven years.
Section 2.12 Nomination of Directors. Nominations for the election of
directors may be made by the board of directors or by any shareholder entitled
to vote for the election of directors. Any shareholder entitled to vote for the
election of directors at a meeting may nominate persons for election as
directors only if written notice of such shareholder's intent to make such
nomination is delivered or mailed to and received at the principal executive
offices of the corporation not later than (i) with respect to an election to be
held at an annual meeting of shareholders, not less than 30 days prior to such
meeting, provided, in the event that less than 40 days' notice of the date of
the meeting is given or made to shareholders, to be timely, a shareholder's
notice shall be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed, and (ii) with respect to an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the seventh
day following the date on which notice of such meeting is first given to
shareholders. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to
make the nomination and of the person or persons to be nominated;
(b) a representation that such shareholder is a holder of
record of stock of the corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice;
(c) a description of all arrangements or understandings
between such shareholder and each nominee and nay other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by such shareholder;
(d) such other information regarding each nominee proposed by
such shareholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had each nominee been nominated, or intended to be
nominated by the board of directors; and
(e) the consent of each nominee to serve as a director of the
corporation if elected.
The chairman of a shareholder meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.
Section 2.13 Inspectors of Election. There shall be appointed at least
one inspector of the vote for each stockholders' meeting. Such inspector(s)
shall first take and subscribe an oath or affirmation faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of their ability. Unless appointed in advance of any such meeting by
the board of directors, such inspector(s) shall be appointed for the meeting by
the presiding officer. No director or candidate for the office of director shall
be appointed as such inspector. Such inspector(s) shall be responsible for
tallying and certifying each vote required to be tallied and certified by them
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as provided in the resolution of the board of directors appointing them or in
their appointment by the person presiding at such meeting, as the case may be.
Section 2.14 Election of Directors. At all meetings of the stockholders
at which directors are to be elected, except as otherwise set forth in any
preferred stock designation (as defined in the articles of incorporation) with
respect to the right of the holders of any class or series of preferred stock to
elect additional directors under specified circumstances, directors shall be
elected by a plurality of the votes cast at the meeting. The election need not
be by ballot unless any stockholder so demands before the voting begins. Except
as otherwise provided by law, the articles of incorporation, any preferred stock
designation, or these bylaws, all matters other than the election of directors
submitted to the stockholders at any meeting shall be decided by a majority of
the votes cast with respect thereto.
Section 2.15 Business at Annual Meeting. At any annual meeting of the
shareholders, only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the board of directors or (b)
by any shareholder of record of the corporation who is entitled to vote with
respect thereto and who complies with the notice procedures set forth in this
section. 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 shall be
received at the principal executive offices of the corporation not less than 120
calendar days in advance of the date in the current fiscal year that corresponds
to the date in the preceding fiscal year on which the corporation's notice of
meeting and related proxy or information statement were released to shareholders
in connection with the previous year's annual meeting of shareholders, except
that if no meeting was held in the immediately preceding year or if the date of
the annual meeting in the current fiscal year has been changed by more than 30
calendar days from the corresponding date of such meeting in the preceding
fiscal year, such notice by the shareholder proposing business to be brought
before the shareholders' meeting must be received not less than 30 days prior to
the date of the current year's annual meeting; provided, that in the event that
less than 40 days' notice of the date of the meeting is given to shareholders,
to be timely, a shareholder's notice of business to be brought before the
meeting shall be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the annual meeting was
mailed. A shareholder's notice to the secretary shall set forth as to each
matter such shareholder proposes to bring before the annual meeting (a) 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, (b) the name and
address, as they appear on the corporation's books, of the shareholder of record
proposing such business, (c) the class and number of shares of the corporation's
capital stock that are beneficially owned by such shareholder, and (d) any
material interest of such shareholder in such business. Notwithstanding anything
in these bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of this
section. The officer of the corporation or other person presiding at the annual
meeting shall, if the facts so warrant, determine that business was not properly
brought before the meeting in accordance with the provisions of this section,
and if such presiding officer shall so determine, such presiding officer shall
so declare to the meeting, and any such business so determined to be not
properly brought before the meeting shall not be transacted.
Section 2.16 Business at Special Meeting. At any annual or special
meeting of the stockholders, only such business shall be conducted as shall have
been stated in the notice of such annual or special meeting.
Section 2.17 Written Consent to Action by Stockholders. Unless
otherwise provided in the articles of incorporation, any action required to be
taken at any annual or special meeting of stockholders of the corporation, 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 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.
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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.
Section 2.18 Procedure for Meetings. The board of directors of the
corporation shall be entitled to make such rules or regulations for the conduct
of meetings of shareholders as it shall deem necessary, appropriate, or
convenient. Subject to such rules and regulations of the board of directors, if
any, the chairman of the meeting shall have the right and authority to prescribe
such rules, regulations, and procedures and do all such acts as, in the judgment
of such chairman, are necessary, appropriate, or convenient for the proper
conduct of the meeting, including, without limitation, establishing an agenda or
order of business for the meeting, rules and procedures for maintaining order at
the meeting and the safety of those present, limitations on participation in
such meeting to shareholders of record of the corporation and their duly
authorized and constituted proxies, and such other persons as the chairman shall
permit, restrictions on entry to the meeting after the time fixed for the
commencement thereof, limitations on the time allotted to questions or comments
by participants, regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless, and to the
extent, determined by the board of directors or the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with
rules of parliamentary procedure.
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ARTICLE III
DIRECTORS
Section 3.01 General Powers. The business of the corporation shall be
managed under the direction of 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 3.02 Number, Term, and Qualifications. The number of directors
which shall constitute the board, subject to the limitations set forth in the
articles of incorporation, shall be determined by resolution of a majority of
the total number of directors if there were no vacancies (the "Whole Board") or,
if there are fewer directors than a majority of the Whole Board, by the
unanimous consent of the remaining directors or by the stockholders at the
annual meeting of the stockholders or a special meeting called for such purpose,
except as provided in section 3.03 of this article, which such resolution shall
be incorporated by this reference into and shall be a part of these bylaws. Each
director elected shall hold office until his successor is elected and qualified.
Directors need not be residents of the state of incorporation or stockholders of
the corporation.
Section 3.03 Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office, though
less than a quorum of the Whole Board, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and qualified. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute.
Section 3.04 Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
following and at the same place as the annual meeting of stockholders. The board
of directors may provide by resolution the time and place, either within or
without the state of incorporation, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman of the board,
president, or any two directors or, in the absence or disability of the
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president, by any vice-president. The person or persons authorized to call
special meetings of the board of directors may fix any place, either within or
without the state of incorporation, as the place for holding any special meeting
of the board of directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the
board of directors may participate in a meeting of the board of directors or a
committee of the board of directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting can be given at
least 72 hours prior thereto by written notice delivered personally or sent by
facsimile transmission confirmed by registered mail or certified mail, postage
prepaid, or by overnight courier to each director. Any such notice shall be
deemed to have been given as of the date so personally delivered or sent by
facsimile transmission or as of the day following dispatch by overnight courier.
Each director shall register his or her address and telephone number(s) with the
secretary for purpose of receiving notices. Any director may waive notice of any
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. An entry of the service of notice
given in the manner and at the time provided for in this section may be made in
the minutes of the proceedings of the board of directors, and such entry, if
read and approved at a subsequent meeting of the board of directors, shall be
conclusive on the issue of notice.
Section 3.08 Quorum. A majority of the Whole Board shall constitute a
quorum for the transaction of business at any meeting of the board of directors,
provided, that the directors present at a meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors if any action taken is approved by a majority of the required quorum
for such meeting. If less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 3.09 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, and individual directors shall have no power as such.
Section 3.10 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 may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.11 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, unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof, or unless he shall
forward such dissent by registered or certified 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.
Section 3.12 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice president, the
secretary, or assistant secretary, if any. The resignation shall become
effective on giving of such notice, unless such notice specifies a later time
for the effectiveness of such resignation.
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Section 3.13 Written Consent to Action by Directors. Any action
required to be taken at a meeting of the directors of the corporation or any
other action which may be taken at a meeting of the directors or of a committee,
may be taken without a meeting, if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors, or all of the members
of the committee, as the case may be. Such consent shall have the same legal
effect as a unanimous vote of all the directors or members of the committee.
Section 3.14 Removal. Subject to any limitations set forth in the
articles of incorporation or the corporate statutes of the state of Nevada, at a
meeting expressly called for that purpose, one or more directors may be removed
by a vote of a majority of the shares of outstanding stock of the corporation
entitled to vote at an election of directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a
president, a secretary, a treasurer, and such other officers as may be appointed
by the board of directors. The board of directors may elect, but shall not be
required to elect, a chairman of the board and one or more vice-presidents, and
the board of directors may appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The officers
shall be chosen by the board of directors annually at its annual meeting. In the
event of failure to choose officers at an annual meeting of the board of
directors, officers may be chosen at any regular or special meeting of the board
of directors. Each such officer (whether chosen at an annual meeting of the
board of directors) shall hold his office until the next ensuing annual meeting
of the board of directors and until his successor shall have been chosen and
qualified, or until his death or until his resignation or removal in the manner
provided in these bylaws. Any one person may hold any two or more of such
offices, except that the president shall not also be the secretary. No person
holding two or more offices shall execute any instrument in the capacity of more
than one office. The chairman of the board, if any, shall be and remain director
of the corporation during the term of his office. No other officer need be a
director.
Section 4.03 Subordinate Officers, Etc. The board of directors from
time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such title, hold office for such period, have such
authority, and perform such duties as the board of directors from time to time
may determine. The board of directors from time to time may delegate to any
officer or agent the power to appoint any such subordinate officer or agents and
to prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be stockholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the board of directors, the president, or
the secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the board of directors called for that purpose or at a
regular meeting, by the vote of a majority of the directors, with or without
cause. Any officer or agent appointed in accordance with the provisions of
section 4.03 hereof may also be removed, either with or without cause, by any
officer on whom such power of removal shall have been conferred by the board of
directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause or if a new office shall be created, then such vacancies or
newly created offices may be filled by the board of directors at any regular or
special meeting.
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Section 4.07 The Chairman of the Board. The chairman of the board, if
there be such an officer, shall have the following powers and duties:
(a) To preside at all stockholders' meetings;
(b) To preside at all meetings of the board of directors; and
(c) To be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following
powers and duties:
(a) To be the chief executive officer of the corporation and,
subject to the direction of the board of directors, to have general
charge of the business, affairs, and property of the corporation and
general supervision over its officers, employees, and agents;
(b) If no chairman of the board has been chosen or if such
officer is absent or disabled, to preside at meetings of the
stockholders and board of directors;
(c) To be a member of the executive committee, if any;
(d) To be empowered to sign certificates representing stock of
the corporation, the issuance of which shall have been authorized by
the board of directors; and
(e) To have all power and perform all duties normally incident
to the office of a president of a corporation and shall exercise such
other powers and perform such other duties as from time to time may be
assigned to him by the board of directors.
Section 4.09 The Vice-Presidents. The board of directors may, from time
to time, designate and elect one or more vice-presidents, one of whom may be
designated to serve as executive vice-president. Each vice-president shall have
such powers and perform such duties as from time to time may be assigned to him
by the board of directors or the president. At the request or in the absence or
disability of the president, the executive vice-president or, in the absence or
disability of the executive vice-president, the vice-president designated by the
board of directors or (in the absence of such designation by the board of
directors) by the president, as senior vice-president, may perform all the
duties of the president, and when so acting, shall have all the powers of, and
be subject to all the restrictions on, the president.
Section 4.10 The Secretary. The secretary shall have the following
powers and duties:
(a) To keep or cause to be kept a record of all of the
proceedings of the meetings of the stockholders and of the board of
directors in books provided for that purpose;
(b) To cause all notices to be duly given in accordance with
the provisions of these bylaws and as required by statute;
(c) To be the custodian of the records and of the seal of the
corporation, and to cause such seal (or a facsimile thereof) to be
affixed to all certificates representing stock of the corporation prior
to the issuance thereof and to all instruments, the execution of which
on behalf of the corporation under its seal shall have been duly
authorized in accordance with these bylaws, and when so affixed, to
attest the same;
(d) To see that the books, reports, statements, certificates,
and other documents and records required by statute are properly kept
and filed;
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(e) To have charge of the stock ledger and books of the
corporation and cause such books to be kept in such manner as to show
at any time the amount of the stock of the corporation of each class
issued and outstanding, the manner in which and the time when such
stock was paid for, the names alphabetically arranged and the addresses
of the holders of record thereof, the amount of stock held by each
holder and time when each became such holder of record; and he shall
exhibit at all reasonable times to any director, on application, the
original or duplicate stock ledger. He shall cause the stock ledger
referred to in section 6.04 hereof to be kept and exhibited at the
principal office of the corporation, or at such other place as the
board of directors shall determine, in the manner and for the purpose
provided in such section;
(f) To be empowered to sign certificates representing stock of
the corporation, the issuance of which shall have been authorized by
the board of directors; and
(g) To perform in general all duties incident to the office of
secretary and such other duties as are given to him by these bylaws or
as from time to time may be assigned to him by the board of directors
or the president.
Section 4.11 The Treasurer. The treasurer shall have the following
powers and duties:
(a) To have charge and supervision over and be responsible for
the monies, securities, receipts, and disbursements of the corporation;
(b) To cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the
corporation in such banks or trust companies or with such banks or
other depositories as shall be selected in accordance with section 5.03
hereof;
(c) To cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in section 5.04 hereof) drawn on
the authorized depositories of the corporation, and to cause to be
taken and preserved property vouchers for all monies disbursed;
(d) To render to the board of directors or the president,
whenever requested, a statement of the financial condition of the
corporation and of all of his transactions as treasurer, and render a
full financial report at the annual meeting of the stockholders, if
called on to do so;
(e) To cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to
any directors on request during business hours;
(f) To be empowered from time to time to require from all
officers or agents of the corporation reports or statements giving such
information as he may desire with respect to any and all financial
transactions of the corporation;
(g) To perform in general all duties incident to the office of
treasurer and such other duties as are given to him by these bylaws or
as from time to time may be assigned to him by the board of directors
or the president; and
(h) To, in the absence of the designation to the contrary by
the board of directors, to act as the chief financial officer and/or
principal accounting officer of the corporation.
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Section 4.12 Salaries. The salaries or other compensation of the
officers of the corporation shall be fixed from time to time by the board of
directors, except that the board of directors may delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the provisions of
section 4.03 hereof. No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he is also a director of the
corporation.
Section 4.13 Surety Bonds. In case the board of directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sums and with such surety or sureties as the board of
directors may direct, conditioned on the faithful performance of his duties to
the corporation, including responsibility for negligence and for the proper
accounting of all property, monies, or securities of the corporation which may
come into his hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation
contained in the articles of incorporation or these bylaws, the president or any
vice-president may, in the name and on behalf of the corporation, execute and
deliver any contract or other instrument authorized in writing by the board of
directors. The board of directors may, subject to any limitation contained in
the articles of incorporation or in these bylaws, authorize in writing any
officer or agent to execute and deliver any contract or other instrument in the
name and on behalf of the corporation; any such authorization may be general or
confined to specific instances.
Section 5.02 Loans. No loan or advance shall be contracted on behalf of
the corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
as security for the payment of any loan, advance, indebtedness, or liability of
the corporation, unless and except as authorized by the board of directors. Any
such authorization may be general or confined to specific instances.
Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositories as the board of
directors may select or as from time to time may be selected by any officer or
agent authorized to do so by the board of directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these bylaws, evidences
of indebtedness of the corporation shall be signed by such officer or officers
or such agent or agents of the corporation and in such manner as the board of
directors from time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the board of directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by
the corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation, or other trustee designated by an
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed or whose facsimile signature has been used on any
such bond or debenture shall cease to be an officer of the corporation for any
reason before the same has been delivered by the corporation, such bond or
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debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation and the execution and delivery on behalf
of the corporation of any and all instruments in writing incident to any such
sale, transfer, endorsement, or assignment shall be effected by the president or
by any vice-president and the secretary or assistant secretary, or by any
officer or agent thereunto authorized by the board of directors.
Section 5.07 Proxies. Proxies to vote with respect to stock of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any
vice-president and the secretary or assistant secretary of the corporation or by
any officer or agent thereunder authorized by the board of directors.
ARTICLE VI
CAPITAL STOCK
Section 6.01 Stock Certificates. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by the president or
any vice-president and the secretary or assistant secretary, and sealed with the
seal (which may be a facsimile, engraved or printed) of the corporation,
certifying the number and kind, class, or series of stock owned by him in the
corporation; provided, however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice-president, secretary, or
assistant secretary may be a facsimile. In case any officer who shall have
signed or whose facsimile signature or signatures shall have been used on any
such certificate shall cease to be such officer of the corporation, for any
reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed it or whose facsimile signature or
signatures shall have been used thereon has not ceased to be such officer.
Certificates representing stock of the corporation shall be in such form as
provided by the statutes of the state of incorporation. There shall be entered
on the stock books of the corporation at the time of issuance of each share, the
number of the certificate issued, the name and address of the person owning the
stock represented thereby, the number and kind, class, or series of such stock,
and the date of issuance thereof. Every certificate exchanged or returned to the
corporation shall be marked "canceled" with the date of cancellation.
Section 6.02 Transfer of Stock. Transfers of stock of the corporation
shall be made on the books of the corporation on authorization of the holder of
record thereof or by his attorney thereunto duly authorized by a power of
attorney duly executed in writing and filed with the secretary of the
corporation or its transfer agent, and on surrender of the certificate or
certificates, properly endorsed or accompanied by proper instruments of
transfer, representing such stock. Except as provided by law, the corporation
and its transfer agents and registrars, if any, shall be entitled to treat the
holder of record of any stock as the absolute owner thereof for all purposes,
and accordingly shall not be bound to recognize any legal, equitable, or other
claim to or interest in such stock on the part of any other person whether or
not it or they shall have express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of the articles of
incorporation, the board of directors may make such rules and regulations as
they may deem expedient concerning the issuance, transfer, redemption, and
registration of certificates for stock of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of
Business. A stock ledger (or ledgers where more than one kind, class, or series
of stock is outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the board of directors shall determine,
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containing the names alphabetically arranged of the stockholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of stock held by each. Such
stock ledgers shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The board of directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing stock of the corporation and may require all such
certificates to bear the signature of either or both. The board of directors may
from time to time define the respective duties of such transfer agents and
registrars. No certificate for stock shall be valid until countersigned by a
transfer agent, if at the date appearing thereon the corporation had a transfer
agent for such stock, and until registered by a registrar, if at such date the
corporation had a registrar for such stock.
Section 6.06 Closing of Transfer Books and Fixing of Record Date
(a) The board of directors shall have power to close the stock
ledgers of the corporation for a period of not to exceed 60 days
preceding the date of any meeting of stockholders, the date for payment
of any dividend, the date for the allotment of rights, the date when
any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining the consent of
stockholders for any purpose.
(b) In lieu of closing the stock ledgers as aforesaid, the
board of directors may fix in advance a date, not less than 10 days and
not exceeding 60 days preceding the date of any meeting of
stockholders, the date for the payment of any dividend, the date for
the allotment of rights, the date when any change or conversion or
exchange of capital stock shall go into effect, or the date for
obtaining the consent of the stockholders for any purpose, as a record
date for the determination of the stockholders entitled to a notice of,
and to vote at, any such meeting and any adjournment thereof, entitled
to receive payment of any such dividend, to any such allotment of
rights, to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent.
(c) If the stock ledgers shall be closed or a record date set
for the purpose of determining stockholders entitled to notice of, or
to vote at, a meeting of stockholders, such books shall be closed for
or such record date shall be set as of a date at least 10 days
immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue
a new certificate for stock of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the board
of directors may, in its discretion, require the owner of the lost or destroyed
certificate or his legal representatives to give the corporation a bond in such
form and amount as the board of directors may direct and with such surety or
sureties as may be satisfactory to the board, and to indemnify the corporation
and its transfer agents and registrars, if any, against any claims that may be
made against it or any such transfer agent or registrar on account of the
issuance of the new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the board of directors, it is proper
to do so.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 Executive Committee. The board of directors, by resolution
adopted by a majority of the Whole Board, may appoint from its membership an
executive committee of not less than three members (whose members shall include
the chairman of the board, if any, and the president, one of whom shall act as
chairman of the executive committee, as the board may designate). The board of
directors shall have the power at any time to dissolve the executive committee,
to change the membership thereof, and to fill vacancies thereon. When the board
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of directors is not in session, the executive committee shall have and may
exercise all of the powers delegated to it by the board of directors, except the
following powers: to fill vacancies in the board of directors; to appoint,
change membership of, or fill vacancies in any other committee appointed by the
board of directors; to declare dividends or other distributions to stockholders;
to adopt, amend, or repeal the articles of incorporation or these bylaws; to
approve any action that also requires stockholder approval; to amend or repeal
any resolution of the board of directors which by its express terms is not so
amendable or repealable; to fix the compensation of directors for serving on the
board of directors or on any committee; to adopt an agreement of merger or
consolidation; to recommend to the stockholders the sale, lease, or exchange of
all or substantially all of the corporation's property and assets; to recommend
to the stockholders a dissolution of the corporation or a revocation of a
dissolution; to recommend to stockholders an amendment of bylaws; or to
authorize the issuance of stock (provided that the executive committee, if so
directed by the board of directors, may determine the number of shares of stock
to be issued to individuals and the amount of consideration for which such
shares shall be issued not in excess of the number of shares authorized to be
issued by the board of directors).
Section 7.02 Other Committees. The board of directors, by resolution
adopted by a majority of the Whole Board, may appoint such other committees as
it may, from time to time, deem proper and may determine the number of members,
frequency of meetings, and duties thereof.
Section 7.03 Proceedings. The executive committee and such other
committees as may be designated hereunder by the board of directors may fix
their own presiding and recording officer or officers and may meet at such place
or places, at such time or times, and on such notice (or without notice) as it
shall determine from time to time. Each committee may make rules for the conduct
of its business as it shall from time to time deem necessary. It will keep a
record of its proceedings and shall report such proceedings to the board of
directors at the meeting of the board of directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the
executive committee and of such other committees as may be designated hereunder
by the board of directors, the presence of members constituting a majority of
the total membership of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee and of such other
committees as may be designated hereunder by the board of directors shall act
only as a committee, and the individual members thereof shall have no powers as
such.
Section 7.05 Resignations. Any member of the executive committee and of
such other committees as may be designated hereunder by the board of directors
may resign at any time by delivering a written resignation to either the board
of directors, the president, the secretary, or assistant secretary, or to the
presiding officer of the committee of which he is a member, if any shall have
been appointed and shall be in office. Unless otherwise specified therein, such
resignation shall take effect on delivery.
Section 7.06 Removal. The board of directors may, by resolutions
adopted by a majority of the Whole Board, at any time remove any member of the
executive committee or of any other committee designated by it hereunder either
for or without cause.
Section 7.07 Vacancies. If any vacancy shall occur in the executive
committee or of any other committee designated by the board of directors
hereunder, by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and continue to
act, unless such committee is left with only one member as a result thereof.
Such vacancy may be filled at any meeting of the Whole Board or, if the
authority to do so is delegated to the board of directors by the Whole Board, by
action taken by a majority of the quorum of the board of directors.
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Section 7.08 Compensation. The Whole Board may allow a fixed sum and
expenses of attendance to any member of the executive committee or of any other
committee designated by it hereunder who is not an active salaried employee of
the corporation for attendance at each meeting of the said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE AND OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third-Party Actions. The corporation
shall indemnify any officer or director who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that he is or was a director or officer of the corporation (and, in the
discretion of the board of directors, may so indemnify a person by reason of the
fact that he is or was an 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 expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit, or proceeding, if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, or, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall
indemnify any director or officer who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the corporation (and, in the
discretion of the board of directors, may so indemnify a person by reason of the
fact that he is or was an employee or agent of the corporation or is or was
serving as an employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise), against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which such action
or suit was brought or other court of competent jurisdiction shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. Any other indemnification
under sections 8.01 or 8.02 hereof, unless ordered by a court, shall be made by
the corporation only in a specific case in which a determination is made that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard or conduct set forth in
sections 8.01 or 8.02 hereof. Such determination shall be made either (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit, or proceeding, (ii) if such a quorum is
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not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders by a majority vote of a quorum of stockholders at any meeting duly
called for such purpose.
Section 8.04 Advances. Expenses incurred by an officer or director in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding on receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized by this section.
Such expenses incurred by other employees and agents may be so paid on such
terms and conditions, if any, as the board of directors deems appropriate.
Section 8.05 Scope of Indemnification. The indemnification and
advancement of expenses provided by, or granted pursuant to, sections 8.01,
8.02, and 8.04:
(a) Shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be
entitled, under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office; and
(b) Shall, unless otherwise provided when authorized or
ratified, continue as to a person who ceases to be a director, officer,
employee, or agent of the corporation and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
Section 8.06 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 any such liability.
Section 8.07 Officer and Director Contracts. No contract or other
transaction between the corporation and one or more of its directors or officers
or between the corporation and any corporation, partnership, association, or
other organization in which one or more of the corporation's directors or
officers are directors, officers, or have a financial interest, is either void
or voidable solely on the basis of such relationship or solely because any such
director or officer is present at or participates in the meeting of the board of
directors or a committee thereof which authorizes the contract or transaction or
solely because the vote or votes of each director or officer are counted for
such purpose, if:
(a) The material facts of the relationship or interest are
disclosed or known to the board of directors or committee and the board
or committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors even
though the disinterested directors be less than a quorum;
(b) The material facts of the relationship or interest is
disclosed or known to the stockholders and they approve or ratify the
contract or transaction in good faith by a majority vote of the shares
voted at a meeting of stockholders called for such purpose or written
consent of stockholders holding a majority of the shares entitled to
vote (the votes of the common or interested directors or officers shall
be counted in any such vote of stockholders); or
(c) The contract or transaction is fair as to the corporation
at the time it is authorized, approved, or ratified by the board of
directors, a committee thereof, or the stockholders.
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ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
Whole Board.
ARTICLE X
DIVIDENDS
The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding stock in the manner and on the
terms and conditions provided by the articles of incorporation and bylaws.
ARTICLE XI
AMENDMENTS
All bylaws of the corporation, whether adopted by the board of
directors or the stockholders, shall be subject to amendment, alteration, or
repeal, and new bylaws may be made, except that:
(a) No bylaw adopted or amended by the stockholders shall be
altered or repealed by the board of directors;
(b) No bylaw shall be adopted by the board of directors which
shall require more than the stock representing a majority of the voting
power for a quorum at a meeting of stockholders or more than a majority
of the votes cast to constitute action by the stockholders, except
where higher percentages are required by law;
(c) If any bylaw regulating an impending election of directors
is adopted or amended or repealed by the board of directors, there
shall be set forth in the notice of the next meeting of the
stockholders for the election of directors, the bylaws so adopted or
amended or repealed, together with a concise statement of the changes
made; and
(d) No amendment, alteration, or repeal of this article XI
shall be made except by the stockholders.
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CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he is the secretary of Mid-Power
Service Corporation, a corporation duly organized and existing under and by
virtue of the laws of the state of Nevada; that the above and foregoing bylaws
of said corporation were duly and regularly adopted as such by the board of
directors of said corporation by unanimous consent dated June 4, 2002 and that
the above and foregoing bylaws are now in full force and effect and supersede
and replace any prior bylaws of the corporation.
DATED EFFECTIVE the 4th day of June, 2002.
/s/ Kenneth M. Emter
----------------------------
Kenneth M. Emter, Secretary
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