Exhibit 3.2
BYLAWS
OF
GREAT AMERICAN MINERALS, INC.
TABLE OF CONTENTS
ARTICLE I. OFFICES...........................................................1
ARTICLE II. SHAREHOLDERS.....................................................1
Section 1. Annual Meeting..........................................1
Section 2. Special Meeting.........................................1
Section 3. Place of Meeting........................................1
Section 4. Notice of Meeting.......................................2
Section 5. Closing of Transfer Books or Fixing of Record Date......2
Section 6. Voting Lists............................................2
Section 7. Quorum..................................................2
Section 8. Proxies.................................................3
Section 9. Voting of Shares........................................3
Section 10. Voting of Shares by Certain Holders....................3
Section 11. Informal Action by Shareholders........................4
ARTICLE III. BOARD OF DIRECTORS.............................................4
Section 1. Elimination of Directors' Liability.....................4
Section 2. General Powers..........................................4
Section 3. Number, Tenure and Qualifications.......................4
Section 4. Regular Meetings........................................5
Section 5. Special Meetings........................................5
Section 6. Meeting by Telephone....................................5
Section 7. Notice..................................................5
Section 8. Quorum..................................................5
Section 9. Manner of Acting........................................6
Section 10. Vacancies..............................................6
Section 11. Removals...............................................6
Section 12. Resignation............................................6
Section 13. Compensation...........................................6
Section 14. Presumption of Assent..................................6
Section 15. Chairman...............................................7
ARTICLE IV. OFFICERS........................................................7
Section 1. Number..................................................7
Section 2. Election and Term of Office.............................7
Section 3. Resignations............................................7
Section 4. Removal.................................................7
Section 5. Vacancies...............................................7
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Section 6. The President...........................................7
Section 7. The Vice-President......................................8
Section 8. The Secretary...........................................8
Section 9. The Treasurer...........................................8
Section 10. Assistant Secretaries and Assistant Treasurers.........8
Section 11. Salaries...............................................9
Section 12. Other Officers.........................................9
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS............................9
Section 1. Contracts...............................................9
Section 2. Loans...................................................9
Section 3. Checks Drafts, Etc......................................9
Section 4. Deposits................................................9
ARTICLE VI. INDEMNIFICATION..................................................9
Section 1. Indemnification.........................................9
Section 2. Determination..........................................10
Section 3. General Indemnification................................11
Section 4. Advances...............................................11
Section 5. Scope of Indemnification...............................11
Section 6. Insurance..............................................11
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER....................11
Section 1. Certificates for Shares................................11
Section 2. Transfer of Shares.....................................12
Section 3. Consideration for Shares...............................12
Section 4. Registered Shareholders................................12
ARTICLE VIII. FISCAL YEAR..................................................12
ARTICLE IX. DIVIDENDS......................................................12
ARTICLE X. CORPORATE SEAL..................................................13
ARTICLE XI. WAIVER OF NOTICE...............................................13
ARTICLE XII. AMENDMENTS....................................................13
ARTICLE XIII. PROCEDURE FOR CONDUCTING MEETINGS............................13
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BYLAWS
OF
GREAT AMERICAN MINERALS, INC.
ARTICLE I. OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 502 E. John Street, Carson City, Nevada 98004 until changed by the
Board of Directors The corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors may designate or as the
business of the corporation may require from time to time.
The registered office of the corporation required by the Chapter 78 of
the Nevada Revised Statutes to be maintained in the State of Nevada may be, but
need not be, identical with the principal office in the State of Nevada, and the
address of the registered office may be changed from time to time by the Board
of Directors.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held on a date set by the Board of Directors, which shall be as soon as
convenient after the Company has obtained an annual audit of its financial
statements and distributed an appropriate annual report to its shareholders. If
the election of directors shall not be held on the day designated herein or any
annual meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as is convenient.
Section 2. Special Meeting. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President, the Chairman of the Board of Directors, by any two Directors
or by the Board of Directors, and shall be called by the President at the
request of the holders of not less than forty percent (40%) of all outstanding
shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Nevada, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal office
of the corporation in the State of Nevada.
Section 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall, unless otherwise prescribed by statute,
be delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than fifty (50) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete list of
the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.
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Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders, unless provided otherwise in the corporation's Articles of
Incorporation.
Section 10. Voting of Shares by Certain Holders. Shares outstanding in
the name of another corporation may be voted by such officer, agent or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
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Neither shares of its own stock held by the corporation, nor those held
by another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.
Section 11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Elimination of Directors' Liability.
1. The directors of the corporation are not liable to the corporation
or to its shareholders for monetary damages for any breach of fiduciary duty,
except liability for:
(a) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law; or
(b) the payment of dividends in violation of NRS 78.300.
2. If Chapter 78 of the Nevada Revised Statutes is amended after
approval by the Board of Directors of this Article to authorize corporation
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by Chapter 78 of the Nevada Revised Statutes, as so
amended, and without the necessity for further Board of Director action in
respect thereof.
3. Any repeal or modification of this Article by the shareholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation hereunder in respect of any act or omission occurring prior
to the time of such repeal or modification.
Section 2. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors. The Board of Directors may designate
a committee or committees consisting of not less than two directors, which
committee or committees shall have and may exercise all of the authority
designated to it or them by the Board of Directors; but, the designation of such
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committees and the delegation thereto of authority shall not operate to relieve
the Board of Directors or any member thereof of any responsibility imposed upon
it or him by law.
Section 3. Number, Tenure and Qualifications. The number of directors
of the corporation shall be not less than one (1) nor more than nine (9) as
determined, from time to time, by the Board of Directors.
Each Director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or shareholders of the
corporation. The Board of Directors may elect from its own number a Chairman of
the Board, who shall preside at all meetings of the Board of Directors, and
shall perform such other duties as may be prescribed from time to time by the
Board of Directors.
Section 4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Nevada, for the holding of additional regular meetings
without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or the Chairman of the Board
of Directors or any two Directors. 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 Nevada, as the place for holding any special meeting of the
Board of Directors called by them.
Section 6. Meeting by Telephone. Members of the Board of Directors or
any committee designated by the Board may participate in a meeting of the Board
as committee by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each other,
and participation in a meeting under this section shall constitute presence in
person at the meeting.
Section 7. Notice. Notice of any special meeting shall be given at
least two days previously thereto by written notice delivered personally or
mailed to each Director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any Director may waive notice of any meeting. The attendance
of a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
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convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 8. Quorum. A majority of the number of Directors fixed by
Section 2 of Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
Section 9. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. Any action which may be taken at a meeting of the Directors may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors.
Section 10. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors. A Director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
Directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of Directors by the shareholders.
Section 11. Removals. Directors may be removed at any time without
cause by vote of the shareholders holding a majority of the shares outstanding
and entitled to vote. Such vacancy shall be filled by the directors then in
office, though less than a quorum, and any person so designated or appointed
shall hold office until the next annual meeting or until his successor is duly
elected and qualified; provided that any directorship to be filled by reason of
removal by the shareholders may be filled by election by the shareholders at the
meeting at which the director is removed. No reduction of the authorized number
of directors shall have the effect of removing any director prior to the
expiration of his term of office.
Section 12. Resignation. A director may resign at any time by
delivering written notification thereof to the President or Secretary of the
corporation. Resignation shall become effective upon its acceptance by the Board
of Directors; provided, however, that if the Board of Directors has not acted
thereon within ten (10) days after the date of its delivery, the resignation
shall be deemed accepted upon the tenth day.
Section 13. Compensation. By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as Director or a fixed sum
for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
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Section 14. Presumption of Assent. A Director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
Section 15. Chairman. The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all meetings of the Board
of Directors, and shall perform such other duties as may be prescribed from time
to time by the Board of Directors.
ARTICLE IV. OFFICERS
Section 1. Number. The officers of the corporation shall be a
President, one or more Vice-Presidents (the number thereof to be determined by
the Board of Directors), a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors.
Any two or more offices may be held by the same person.
Section 2. Election and Term of Office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Resignations. Any corporate officer may resign at any time
by delivering a written resignation either to the corporate President or to the
corporate Secretary. Unless otherwise specified therein, such resignation shall
take effect upon delivery.
Section 4. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment, the best interests of the corporation will
be served thereby, but any such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
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Section 6. The President. The President shall be the principal
executive officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall when present, preside at all meetings of
the shareholders and of the Board of Directors, unless the Directors have
designated a Chairman in accordance with Section 2 of Article III, of these
Bylaws. He may sign, with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
Section 7. The Vice-President. In the absence of the President or in
the event of his death, inability or refusal to act, the Vice-President (or in
the event there be more than one Vice-President, the Vice-Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice-President may sign, with
the Secretary or an Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
Section 8. The Secretary. The Secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder; (e) sign with the
President, or a Vice-President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors. The Secretary may delegate the
responsibilities set forth in clauses (d) and (f) above to the duly appointed
stock transfer agent of the corporation.
Section 9. The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article V.
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Section 10. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the President or a Vice-President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall, respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
Section 11. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.
Section 12. Other Officers. Other officers shall perform such duties
and have such powers as may be assigned to them by the Board of Directors.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors, but in no event may checks
be signed by less than two authorized persons.
Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.
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ARTICLE VI. INDEMNIFICATION
Section 1. Indemnification. The corporation shall indemnify its
directors, officers, employees, fiduciaries and agents to the full extent
permitted by the Chapter 78 of the Nevada Revised Statutes or any successor
statute. In particular, and not in derogation of the generality of the
foregoing, except as provided in this section, the corporation shall indemnify
an individual made a party to a proceeding because he/she is or was a director,
against liability incurred in the proceeding if:
(a) his/her conduct was in good faith;
(b) he/she reasonably believed that his/her conduct was
in, or not opposed to, the corporation's best
interests; and
(c) in the case of any criminal proceeding, he/she had no
reasonable cause to believe his conduct was unlawful.
The corporation shall not indemnify a director under this section:
(a) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged
liable to the corporation; or
(b) in connection with any other proceeding charging that
the director derived an improper personal benefit,
whether or not involving acts in his/her official
capacity, in which proceeding he/she was adjudged
liable on the basis that he/she derived an improper
personal benefit. 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
the best interest of the corporation, and with
respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was
unlawful.
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Section 2. 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 Section 1
of Article VI or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) which he actually and
reasonably incurred in connection therewith. Any other indemnification under
Section VI.1 not ordered by a court shall be made by the corporation upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 1 of Article VI hereof. Such determination shall be
made either by (a) the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
(b) by independent legal counsel in a written opinion, or (c) by the
shareholders by a majority vote of a quorum of shareholders at any meeting duly
called for such purpose.
Section 3. General Indemnification. The indemnification and advancement
of expenses provided by this Article may not be construed to be exclusive of any
of the rights to which a person seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to an action in his official
capacity and as to an action in another capacity while holding office.
Section 4. Advances. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent that he
shall repay the amount advanced if it is ultimately determined that he is not
entitled to be indemnified by the corporation as authorized by this Article.
Section 5. Scope of Indemnification. The indemnification and
advancement of expenses authorized by this Article shall apply to all present
and future directors, officers, employees and agents of the corporation and
shall continue as to such persons who cease to be directors, officers,
employees, or agents of the corporation and shall inure to the benefit of the
heirs, executors, and administrators of all such persons and shall be in
addition to all other indemnification and advancement of expenses provided by
law.
Section 6. 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 in any such capacity, whether or not the corporation would have the
power to indemnify him against any such liability under the provisions of this
Article VI or the laws of the State of Nevada, as the same may hereafter be
amended or modified.
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ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or Vice-President
and by the Secretary or an Assistant Secretary and sealed with the corporate
seal or a facsimile thereof. The signatures of such officers upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or one of its
employees. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificates for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.
Section 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
Section 3. Consideration for Shares. The capital stock of the
corporation shall be issued for such consideration as shall be fixed from time
to time by the Board of Directors, but in no event shall such value be less than
the par value of such shares. In the absence of fraud, the determination of the
Board of Directors as to the value of any property or services received in full
or partial payment for shares shall be conclusive.
Section 4. Registered Shareholders. The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder
thereof in fact and shall not be bound to recognize any equitable or other claim
to or interest in the shares.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December in each year.
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ARTICLE IX. DIVIDENDS
The Board of Directors may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in the manner, and upon
the terms and conditions provided by law and its articles of incorporation.
ARTICLE X. CORPORATE SEAL
The Board of Directors may in its discretion provide a corporate seal.
ARTICLE XI. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
Director of the corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the provisions of the
Chapter 78 of the Nevada Revised Statutes, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a Director at any meeting of Directors shall constitute a waiver
of notice of such meeting, except where a Director attends for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
ARTICLE XII. AMENDMENTS
These Bylaws may be altered, amended or repealed and new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
ARTICLE XIII. PROCEDURE FOR CONDUCTING MEETINGS
All shareholder and director meetings shall be conducted in accordance
with the rules and procedures set forth in the most current edition of Roberts'
Rules of Order or such other procedure as the board of directors may determine.
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A true copy adopted by the Board of Directors on April 7, 2003.
___________________________
Jim Stewart
Secretary
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