BYLAWS
OF
WAYCOOL 3D.COM, INC.
ARTICLE I.
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OFFICES
The principal office of the corporation in the State of Nevada shall be
1971 California Street, Carson City, NV 89701. The principal operating office of
the corporation shall be 306 Demers Avenue, East Grand Forks, Minnesota 56721.
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.
ARTICLE II.
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SHAREHOLDERS
SECTION I. ANNUAL MEETING. The annual meeting of the shareholders shall
be on the 3rd Tuesday in February of each year, at the hour of 1:00 p.m., or at
such other time on such other day within such month as shall be fixed by the
Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of directors shall not
be held on the day designated herein for the annual meeting, 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 conveniently may
be.
If a regular meeting of the shareholders has not been held during the
immediately preceding fifteen (15) months, a shareholder(s) holding ten percent
(10%) or more of all voting shares may demand a regular meeting of the
shareholders of the corporation by written notice of demand given to the chief
executive officer, chief financial officer or president of the corporation.
Within thirty (30) days after receipt of the demand by one of those officers,
the Board shall cause a regular meeting of the shareholders to be called and
held on notice no later than forty-five (45) days after the receipt of such
demand. All expenses incurred shall be paid by the corporation. If the Board
fails to cause a regular meeting to be called and held, the shareholder(s)
making the demand may call the meeting by giving notice as required by law, all
at the expense of the corporation.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called for any purpose or purposes permitted under Chapter 78 of the Nevada
Revised Statutes at any time by the President, the Board of Directors, or by the
holders of not less twenty-five percent (25%) of the outstanding shares of the
corporation. Upon receipt of a request in writing by any person or persons
entitled to call a special meeting of the shareholders, the Secretary of the
corporation will cause notice to be given to all of the shareholders entitled to
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vote, advising the shareholders that a special meeting will be held not less
than thirty-five (35), or more than sixty (60) days after the date of the
notice.
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
which specifically designates any place, either within or without the State of
Nevada, as the place for the holding of such meeting will be recognized. If no
designation is agreed upon and made by shareholders holding more than 50% of the
outstanding shares in the corporation, or if a special meeting be otherwise
called, the place of meeting shall be at the corporation's principal operating
office at 306 Demers Avenue, East Grand Forks, MN 56721.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the
place, day and hour of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (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 officer or 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 in a sealed envelope
addressed to the shareholder at his address as it appears on the records of the
corporation, with postage thereon prepaid. If no address appears or is given for
a shareholder, notice shall be given by publication at least once, in a
Newspaper of general circulation in the County in which the registered agent
resides in Nevada. An affidavit of publication issued by the newspaper, or an
affidavit of mailing of notice executed by the Secretary of the corporation,
shall be prima facie evidence of giving proper notice.
The business transacted at a special meeting is limited to the purposes
stated in the notice of the meeting. Any business transacted at a special
meeting that is not included in those stated purposes is voidable by or on
behalf of the corporation, unless all of the shareholders waive notice of the
meeting in accordance with Nevada law or these Bylaws.
SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders
shall meet at any time and place, either within or without the State of Nevada,
and consent to the holding of a meeting, such meeting shall be valid without
call or notice, and at such meeting any corporate action may be taken.
SECTION 6. CLOSING OF TRANSFER OR FIXING OF RECORD DATE. The Board of
Directors of the corporation may close its stock transfer books for a period not
exceeding forty (40) and not less than ten (10) days prior to the date of any
meeting of shareholders, or the date for the payment of any dividend or for the
allotment of rights, or the date when any exchange or reclassification of shares
shall be effective; or, in lieu thereof, may fix in advance a date, not
exceeding forty (40) and not less than ten (10) days prior to the date of any
meeting of shareholders, or the date for the payment of any dividend or for the
allotment of rights, or to the date when any exchange or reclassification of
shares shall be effective, as the record date for the determination of
shareholders entitled to notice of, or to vote at, such meeting, or shareholders
entitled to receive payment of any such dividend, or to receive any such
allotment or rights in respect of any exchange or reclassification of shares;
and the shareholders of record on such date shall be the shareholders entitled
to notice of and to vote at such meeting, or to receive payment of such dividend
or to receive such allotment
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of rights, or to exercise such rights in the event of any exchange or
reclassification of shares, as the case may be. If the transfer books are not
closed and no record date is fixed by the Board of Directors, the date on which
such notice of the meeting is mailed shall be deemed to be the record date for
the determination of shareholders entitled to vote at such meeting. Transferees
of shares which are transferred after the record date shall not be entitled to
notice of or to vote at such meeting.
SECTION 7. VOTING LISTS. The officer or agent having charge of the
transfer book for shares of the corporation shall make, at least ten (10) days
before each meeting of the shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meetings and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof, kept in this state shall
be prima facie evidence as to who are the shareholders entitled to examine such
list, or share ledger, or transfer book or to vote at any meeting of
shareholders.
SECTION 8. QUORUM. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders. If a quorum is present, the
affirmative vote of the majority of the shareholders represented and voting at
the meeting shall be considered an act of the shareholders, except the sale
transfer or other disposition of substantially all of the corporation's assets,
and a merger or consolidation of the corporation shall require approval by not
less than two-thirds (2/3) of the corporation's issued and outstanding shares.
Any shareholders' meeting, whether or not a quorum is present, may be adjourned
from time to time. In the absence of a quorum, no other business may be
transacted at the meeting. If a majority of the outstanding shares are
represented at said meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice, provided if the meeting is
to be adjourned for more than forty-five (45) days, or if after adjournment,
a new date is fixed for the adjourned meeting, notice of the adjourned meeting
must be given in the same manner as an original meeting. 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
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment. No further action may be taken where the
withdrawal of enough shareholders will leave less than a quorum.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder, or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
An appointment of a proxy for shares held jointly by two (2) or more
shareholders is valid if signed by a majority of them, unless the corporation
receives from any one of those shareholders either written notice denying the
authority of that person to appoint a proxy or appointing a different proxy.
The appointment of a proxy is valid for eleven (11) months, unless a
longer period is expressly provided for in the appointment. No appointment is
irrevocable unless said appointment is coupled with an interest in the shares or
in the corporation.
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An appointment may be terminated at will, unless the appointment is
coupled with an interest, in which case it shall not be terminated except in
accordance with the terms of an agreement, if any, between the parties to the
appointment. Termination may be made by filing written notice of the termination
of the appointment with the Secretary of the corporation, or by filing a new
written appointment of a proxy with the Secretary of the corporation.
Termination in either manner revokes all prior proxy appointments and is
effective when filed with the Secretary of the corporation.
The death or incapacity of a person appointing a proxy does not revoke
the authority of the proxy, unless written notice of the death or incapacity is
received by the Secretary or President of the corporation before the proxy
exercises the authority under that appointment.
Unless the appointment specifically provides otherwise, if two (2) or
more persons are appointed as proxies for a shareholder any one of them may vote
the shares on each item of business in accordance with the specific instructions
contained in the appointment. If, however, no specific instructions are
contained in the appointment with respect to voting the shares on a particular
item of business, the shares shall be voted as a majority of the proxies shall
determine. If the proxies are equally divided, the shares shall not be voted.
Unless the appointment of a proxy contains a restriction, limitation,
or specific reservation of authority, the corporation may accept a vote or
action taken by a person named
in the appointment. The vote of a proxy is final, binding and not subject to
challenge in any court of jurisdiction.
SECTION 10. VOTING OF SHARES. Subject to the provisions of Section 12,
each outstanding share, regardless of class, shall be entitled to one vote upon
each matter submitted to a vote at a meeting of shareholders.
SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the Bylaws of such corporation may prescribe, or in the
absence of such provision, as the Board of Directors of such corporation may
determine.
Shares standing in the name of a deceased person may be voted by that
person's personal representative, administrator or executor, either in person or
by proxy. Shares standing in the name of a guardian, conservator or trustee, may
be voted upon such fiduciary, to vote such shares held by him without transfer
of such shares into his name.
Except for shares held in a fiduciary capacity, shares of the
corporation registered in the name of a subsidiary are not entitled to vote on
any matter. Shares of a corporation in the name of or under the control of the
corporation or a subsidiary in a fiduciary capacity are not entitled to vote on
any matter; except to the extent that the settlor or beneficial owner possesses
and exercises the right to vote or gives the corporation binding instructions on
how to vote the shares.
Shares registered in the name of a trustee of a trust or in the name of
a custodian may be voted by the person, either in person or by proxy, but a
trustee of a trust or a custodian shall not vote shares held by the person
unless they are registered in the name of that person.
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Shares standing in the name of a trustee in bankruptcy or a receiver
may be voted by such trustee or receiver, and shares held by or under the
control of a trustee or receiver may be voted by such trustee or receiver
without the transfer thereof into his name if authority to do so is contained in
an appropriate order of the court by which such trustee or 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
therefore, the pledgee shall be entitled to vote the shares so transferred.
Shares registered in the name of an organization not described above may be
voted either in person or by proxy by the legal representative of that
organization.
SECTION 12. CUMULATIVE VOTING. In all elections for directors, every
non- common stock shareholder shall have the right to vote, in person or by
proxy, the number of non-common stock shares owned by him, for as many persons
as there are directors to be elected, or to cumulate shares, and give one
candidate as many votes as the number of directors multiplied by the number of
non-common stock shares shall equal, or to distribute them on the same principal
among as many candidates as he shall see fit. The holders of common stock shall
not have the right of cumulative voting.
SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to 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. The written action is effective when it has been signed by all
of those shareholders, unless a different effective time is provided in the
written action.
ARTICLE III.
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DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the
corporation shall be managed by its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATION. The number of
directors of the corporation shall be five (5). The number of directors may be
changed by the Board of Directors. Each director shall hold office for the term
of which he is elected or until his successor shall have been selected and
qualified. Directors need not be residents of Nevada or shareholders of the
corporation.
SECTION 3. REGULAR MEETING. 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 the shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Minnesota, for the holding of additional regular meetings without other
notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any director. The persons
or person
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authorized to call special meetings of the Board of Directors may fix any place
either within or without the State of Minnesota as the place for holding any
special meeting of the Board of Directors called by them.
SECTION 5. ELECTRONIC COMMUNICATIONS. A conference among directors by
any means of communication through which the directors may simultaneously hear
each other during the conference constitutes a board meeting if the notice is
given of the conference as would be required by law or these Bylaws for a
meeting, and if the number of directors participating in the conference would be
sufficient to constitute a quorum at a meeting. Participation at a meeting by
that means constitutes presence in person at the meeting.
A director may participate in a board meeting not described above by
any means of communication through which the director, other directors so
participating and all directors physically present at the meeting may
simultaneously hear each other during the meeting. Participation at a meeting by
that means constitutes presence in person at the meeting.
SECTION 6. NOTICE. Notice of any special meeting shall be given at
least four (4) 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
in a sealed envelope so addressed, with postage pre-paid. If notice is given by
telegram, such notice is 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 any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
SECTION 7. QUORUM. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, provided that if less than a majority of the directors are present
at said meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice. Every act or decision done or made by
a majority of the directors present shall be regarded as the act of the Board,
unless a different number is required by law or by the Articles of
Incorporation. 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 at least a majority of the number of directors required as
noted above to constitute a quorum for such meeting.
SECTION 8. 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.
SECTION 9. VACANCIES. Any director may resign effective upon giving
written notice to the President, Secretary, or the Board, unless the notice
specified a later time for the effectiveness of the resignation. If the
resignation is for a future date, a successor may be elected to take office when
the resignation becomes effective. A vacancy in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any director, or
if the authorized number of directors is increased. No reduction in the number
of directors shall have the effect of removing any director prior to the
expiration of the director's term of
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office. The Board of Directors may declare a vacancy in the office of a director
who has been declared of unsound mind, or convicted of a felony by order of a
Court. Any vacancy occurring in the Board of Directors or in the directorship to
be filled by reason of any increase in the number of directors, may be filled by
the directors. A director selected to fill a vacancy shall be elected for the
un-expired 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 10. REMOVAL OF DIRECTORS. Except as otherwise provided in
Chapter 78 of the Nevada Revised Statutes, any director or one or more of the
incumbent directors may be removed from office by the vote of stockholders
representing not less than two- thirds (2/3) of the voting power of the issued
and outstanding shares entitled to vote.
SECTION 11. COMPENSATION. Directors, as such, shall receive such
salaries or compensation for their services as set by a resolution of the Board
of Directors, plus expenses of attendance, if any, may be allowed for attendance
at each regular or special meeting of the Board of Directors, provided that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
SECTION 12. ABSENT DIRECTORS. A director may give advance written
consent or opposition to a proposal to be acted on at a board meeting. If the
director is not present at the meeting, consent or opposition to a proposal does
not constitute presence for purposes of determining the existence of a quorum,
but consent or opposition shall be counted as a vote in favor of or against the
proposal and shall be entered in the minutes or record of action at the meeting,
if the proposal acted on at the meeting is substantially the same as the
proposal to which the director has consented or objected.
SECTION 13. COMMITTEES. The Board may appoint one or more committees,
each consisting of two (2) or more directors, and delegate to such committees
any of the authority of the Board except with respect to the following:
a The approval of any action which requires shareholders' approval
or approval of the outstanding shares;
b The filling of vacancies on the Board or on any committees;
c The fixing o compensation of the directors for serving on the
Board or on any committee;
d The amendmen or repeal of bylaws or the adoption of new bylaws;
e The amendmen or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable by a
committee of the Board;
f A distribution to the shareholders of the corporation;
g The appointment of other committees of the Board or the members
thereof.
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Any such committee must be appointed by a resolution adopted by a
majority of the authorized number of directors and may be designated an
Executive Committee or by such other name as the Board shall specify. The Board
shall have the power to prescribe the manner in which proceedings of any such
committee shall be conducted. Unless the Board or such committee shall otherwise
provide, the regular or special meetings and other actions of any such committee
shall be governed by the provisions of this Article which are applicable to
meetings and actions of the Board. Minutes shall be kept of each meeting of each
committee.
ARTICLE IV.
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OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be natural
persons, and such other officers as may be elected in accordance with the
provisions of this Article. The Board of Directors, by resolution, may create
the office of one or more Assistant Treasurers and Assistant Secretaries, all of
whom shall be elected 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
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be reasonably convenient. Vacancies may be filled
or new offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors at any time, either
with or without cause. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect as of the date
of the receipt of the resignation or on the date specified in the resignation.
The acceptance of a resignation is necessary to make it effective.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the un-expired portion of the term.
SECTION 5. THE PRESIDENT. The President shall be the principal
executive officer of the corporation and shall, in general, supervise and
control all of the business affairs of the corporation. The President shall
preside at all the meetings of the shareholders and of the Board of Directors.
The President 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 and deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors have 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 the President
and such other duties as may be prescribed by the Board of Directors from time
to time.
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SECTION 6. THE VICE PRESIDENT(S). In the event the shareholders decide
to have a Vice President(s), then, in the absence of the President, or in the
event of the President's inability or refusal to act, the Vice President(s) in
order of their rank as established by the Board, or, if not ranked, the Vice
President designated by the Board 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 the Board of Directors.
SECTION 7. THE SECRETARY. The Secretary shall be responsible for (a)
seeing that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law; (b) being custodian of the corporate records
of the corporation; (c) keeping the minutes of the shareholders' and Board of
Directors' meetings in one or more books provided for that purpose; (d) keeping
a register of the post office address of each shareholder, which shall be
furnished to the Secretary by such shareholder; (e) signing with the President
or the Vice President, certificates or shares of the corporation, the issue of
which shall have been authorized by resolution of the Board of Directors; (f) in
general, performing all duties incident to the office of the Secretary and such
other duties as from time to time may be assigned by the President or the Board
of Directors.
SECTION 8. THE TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of her duties in such sum
and with such surety or sureties as the Board of Directors shall determine. The
Treasurer is the chief financial officer of the corporation and shall (a) have
charge and custody of, and be responsible for, all funds and securities of the
corporation; receive and give receipts for monies due and payable to the
corporation from any source whatsoever, and deposit all such monies in the name
of the corporation in such trust companies, banks or other depositories as shall
be selected in accordance with the provisions of Article V. of these Bylaws; (b)
in general, perform all duties incident to the office of the Treasurer and such
other duties as from time to time may be assigned by the President or by the
Board of Directors.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. 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 as
thereunto authorized by the Board of Directors, may sign, with the President or
Vice President, certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the Board of Directors. The
Assistant Treasurers and Assistant Secretaries, in general, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.
SECTION 10. 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.
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ARTICLE V.
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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
payment of money, notes or other evidences or indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation, and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositories as the Board of Directors
may select.
ARTICLE VI.
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CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. From and after the 8th day of
February, 2002, the corporation shall be required to issue stock certificates
representing ownership interest in the corporation. Certificates representing
shares of the corporation shall be in such form as may be determined by the
Board of Directors. Such certificates shall be signed by the President or the
Vice President, and by the Secretary or an Assistant Secretary, and shall be
consecutively numbered. The name of the person owning the shares represented
thereby, with the number of shares and the date of issue shall be entered on the
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 certificate for a like number of shares shall have been surrendered and
canceled, except, that in a case of a lost, destroyed, or mutilated certificate,
a new one may be issued therefore 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 books of the corporation by the registered holder
thereof or by the 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 the owner thereof for all
purposes regarding the corporation.
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ARTICLE VII.
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CALENDAR YEAR
The corporation has elected to use a calendar year.
ARTICLE VIII.
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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.
In the event that it is determined by a court of competent
jurisdiction, the Internal Revenue Service or another entity which would have
jurisdiction that any fringe benefit received by an employee, shareholder,
director or officer of the corporation is deemed to be a constructive dividend,
then and in such event, such employee, shareholder, director or officer must
return any such "constructive dividend" to the corporation in the same or a like
amount as that which was originally received by said employee, shareholder,
director or officer.
ARTICLE IX.
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SEAL
There shall be no seal used for this corporation.
ARTICLE X.
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WAIVER OF NOTICE
Whenever any notice, which is required to be given under the provisions
of these Bylaws or under the provisions of the law under which the corporation
is organized, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XI.
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INSPECTION OF RECORDS
The corporation shall keep at its principal operating office the
following items:
a. The original and a copy of these bylaws, as amended, to date and
certified by an officer;
b. A copy of the articles of incorporatio with all amendments
certified by the Secretary of State; and
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A stock ledger, or a duplicate thereof revised at least annually,
designating the names, addresses and such other relevant information for each
share of stock issued by the corporation.
The above items shall be open to the inspection of the shareholders at
all reasonable times during office hours. If the corporation has no principal
business office in Nevada, it shall, upon the written request of any
shareholder, furnish to such shareholder a copy of the above listed documents as
amended and revised to date.
ARTICLE XII
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LIABILITY OF DIRECTORS AND OFFICERS
SECTION 1. ELIMINATION OF LIABILITY. A director or officer of the
corporation shall not be personally liable to the corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer,
excepting only the following:
a. Acts or omissions which involve intentional misconduct, fraud, or
a knowing violation of the law;
b. the payment of dividends in violation of NRS 78.288, except for a
director who dissents to the payment as provided in NRS 78.300.
Liability shall otherwise be eliminated or limited to the fullest
extent permitted by Nevada law, as it may be allowed from time to time.
SECTION 2. MANDATORY INDEMNIFICATION. The corporation shall indemnify
the officers and directors of the corporation to the fullest extent permitted by
Nevada law which may currently exist or hereafter be amended.
SECTION 3. MANDATORY PAYMENT OF EXPENSES. The expenses of officers and
directors incurred in defend a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred, and in advance of the final
disposition of the action, suit or proceedings, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a Court of competent jurisdiction that the director or
officer is not entitled to indemnification by the corporation.
SECTION 4. EFFECT OF AMENDMENT OR REPEAL. Any amendment to or repeal of
any of the provisions in this Article shall not adversely affect any right or
protection of a director or officer of the corporation for or with respect to
any act or omission of such director or officer occurring prior to such
amendment or repeal.
SECTION 5. INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was an officer, director,
employee or agent of the Corporation against any liability asserted against or
incurred by the officer, director, employee, or agent in such capacity or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify the officer, director, employee, or agent
against such liability under the provisions of this Article.
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These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any annual meeting of the shareholders of the corporation, or at any
special meeting when the proposal to amend these Bylaws has been stated in the
notice of such special meeting, by a majority vote of the shareholders
represented at the meeting. After the issuance of shares, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number of
changing from a fixed to a flexible Board or vice versa, may only be adopted by
an affirmative vote of not less than two-thirds (2/3) of the corporation's
issued and outstanding shares entitled to vote. The right of any shareholder to
inspect the corporation's records, as provided in these bylaws, or as otherwise
permitted under applicable law shall not be limited or abridged by any
amendment.
In the event and to the extent of any conflict between the provisions
of these bylaws and any mandatory requirements of the general corporation law of
Nevada, as it may be amended from time to time, the requirements of Nevada law
shall govern and all other provisions of the bylaws not in conflict with Nevada
law shall continue in full force and effect.
CERTIFICATION
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The foregoing bylaws were duly adopted by the Board of Directors of the
corporation on the 8th day of February, 2002.
/s/ John Zavoral
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John Zavoral, Secretary
APPROVED:
/s/ Brad Kerr
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Brad Kerr, President