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Exhibit 3.17
EASTSIDE COAL COMPANY, INC.
A Colorado Corporation
BYLAWS
ARTICLE I
OFFICES
SECTION 1.01. PRINCIPAl OFFICE. The principal office of the corporation
shall be in the City of Silt.
Section 1.02. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Colorado as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 2.01. PLACE OF ANNUAL MEETINGS. All annual meetings of the
shareholders shall be held in the City of Silt, Colorado, or any other place
either within or without the State of Colorado as the Directors may designate.
Special meetings of the shareholders may be held at such time and place within
or without the State of Colorado as shall be stated in the notice of the
meeting, or in a duly executed waiver of notice thereof.
SECTION 2.02. DATE OF ANNUAL MEETING. Annual meetings of shareholders shall
be held each year on the' day in if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 11:00 AM, at which they shall elect
by a plurality vote a Board of Directors, and transact such other business as
may properly be brought before the meeting.
SECTION 2.03. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation, may be called by the President and shall be called by
the President or Secretary at the request, in writing, of a majority of the
Board of Directors, or at the request, in writing, of shareholders owning at
least one-tenth (1/10th) in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting and such meeting shall be
confined to such purposes.
SECTION 2.04. NOTICE. Notices of meetings shall be in writing and signed by
the President or Vice President, or the Secretary, or an Assistant Secretary, or
by such other person or persons as the Directors may designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
when, and the place, which may be within or without the State of Colorado, where
it is to be held. A copy of such notice shall be either delivered personally or
shall be mailed, postage prepaid, to each
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shareholder of record entitled to vote at such meeting not less than ten (10)
nor more than fifty (50) days before such meeting. If mailed, it shall be
directed to a shareholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service thereof shall
be complete, and the time of the notice shall begin to run from the date upon
which such notice is deposited in the United States mail for transmission to
such shareholder. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
event of the transfer of stock after delivery or mailing of the notice of, and
prior to the holding of the meeting, it shall not be necessary to deliver or
mail notice of the meeting to the transferee.
SECTION 2.05. BUSINESS. Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.
SECTION 2.06. LIST OF SHAREHOLDERS. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make, at least ten
(10) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting, or any adjournment thereof,
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 meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.
SECTION 2.07. QUORUM. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders 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 shareholders, then those
shareholders representing a majority of the shares entitled to vote thereat,
present in person or represented by proxy, shall have the 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 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.
SECTION 2.08. POWER OF SHAREHOLDERS. When a quorum is present or
represented at any meeting, the vote of the holders of a majority of the shares
of stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of the statutes or of the articles of incorporation
or of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of the question. The
shareholders present at a duly organized meeting may continue to transact
business
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until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.
SECTION 2.09. VOTING OF SHARES. Except as hereinafter provided, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders, except to the extent
that the voting rights of the shares of any class or classes are limited or
denied by the articles of incorporation. At all elections of Directors, each
holder of shares of stock possessing voting power shall be entitled to vote in
person or by proxy for the number of shares of stock held by him, for as many
persons as there are directors to be elected. No cumulative voting for Directors
shall be permitted. At all corporate meetings, the manner of voting shall be by
ballot, by voice vote, or by a showing of hands, at the discretion of the
Chairman of the meeting.
SECTION 2.10. PROXIES. At any meeting of the shareholders, any shareholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such written instrument shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated, unless the instrument shall
otherwise provide. No such proxy shall be valid after the expiration of eleven
(11) months from the date of its execution unless the person executing it
specifies therein the length of time for which it is to continue in force.
Subject to the above, any proxy duly executed is not revoked and continues in
full force and effect until an instrument revoking it or a duly executed proxy
bearing a later date is filed with the Secretary of the corporation.
SECTION 2.11. UNANIMOUS CONSENT. Whenever the vote of shareholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action by any provisions of the statutes or of the articles of
incorporation, the meeting and vote of shareholders may be dispensed with, if
all the shareholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate action being
taken. Any such signed consent, or a signed copy thereof, shall be placed in the
minute book of the corporation.
SECTION 2.12. TELEPHONE MEETINGS. Subject to the provisions required or
permitted by statute or these Bylaws for notice, the shareholders may
participate in and hold a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. A written record of any such meeting shall thereafter be
prepared and placed in the minute book of the corporation.
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ARTICLE III
DIRECTORS
SECTION 3.01. NUMBER AND TERMS. The number of Directors which shall
constitute the whole Board shall be three (3). The number of Directors may from
time to time be increased or decreased to not less than one (1) by amendment to
these Bylaws, provided that any such decrease does not shorten the term of any
incumbent Director. The Directors shall be elected at the annual meeting of the
shareholders, and except as provided in Section 3.02 of this Article, each
Director elected shall hold office until his successor is elected and qualified.
Any directorship to be filled by reason of an increase in the number of
Directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. Directors need not be
shareholders or residents of the State of Colorado.
SECTION 3.02. VACANCIES. Vacancies may be filled by a majority of the
remaining Directors though less than a quorum. When one or more Directors shall
give notice of his or their resignation to the Board, effective at a future
date, the Board shall have the power to fill the vacancy or vacancies to take
effect when such resignation or resignations shall become effective, each
Director so appointed to hold office during the remainder of the term of office
of the resigning Director or Directors.
SECTION 3.03. AUTHORITY OF DIRECTORS. The business and affairs of the
corporation shall be managed by its Board of Directors which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by statute or by the articles of incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.
SECTION 3.04. DIRECTORS' MEETINGS. The Board of Directors of the
corporation may hold meetings, both regular and special, either within or
without. the State of Colorado.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 3.05. ANNUAL MEETINGS. The first meeting of each newly elected
Board of Directors shall be held at the place of and immediately following the
annual meeting of shareholders, unless otherwise fixed by the vote of the
shareholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting; PROVIDED, HOWEVER, that a quorum shall be present. In the event such
meeting is not held at the time and place above provided for, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by all of the Directors.
SECTION 3.06. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.
SECTION 3.07. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President, and shall be called by the President or
Secretary on the written request of two (2) Directors. Written notice of the
time and place of special meetings of the Board of Directors shall be given to
each Director at least three (3) days prior to the date of the meeting
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SECTION 3.08. QUORUM. At all meetings of the Board of Directors, a majority
of the number of Directors fixed by these Bylaws shall constitute a quorum for
the transaction of business. The act of the majority of the Directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as otherwise specifically provided by statute or by the
articles of incorporation or by these Bylaws. If a quorum is not present at a
meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.
SECTION 3.09. UNANIMOUS CONSENT. Whenever the vote of the Directors at a
meeting thereof or at the meeting of the executive committee or any other
committee is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or of the articles of incorporation,
the meeting and vote of the Directors may be dispensed with, if all the members
of the Board of Directors, the executive committee, or any other committee, as
the case may be, who have been entitled to vote upon the action if such meeting
were held, shall consent in writing to such corporate action being taken. Such
consent shall have the same force and effect as a unanimous vote at a regularly
called meeting, and may be stated as such in any document or instrument filed
with the Secretary of State. Any such signed consent, or a signed copy thereof,
shall be placed in the minute book of the corporation.
SECTION 3.10. TELEPHONE MEETINGS. Subject to the provisions required or
permitted by statute or by these Bylaws for notice, the Directors or the members
of the executive committee, or any other committee, may participate in and hold
a meeting by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in such a meeting shall constitute presence in person at such
meeting, except where a Director participates in the meeting for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called or convened. A written record of any such meeting
shall thereafter be prepared and placed in the minute book of the corporation.
COMMITTEES
SECTION 3.11. CREATION. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate an executive committee and one or
more other committees, each to consist of two (2) or more Directors of the
corporation.
SECTION 3.12. AUTHORITY. The executive committee and other committees, to
the extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the business and
affairs of the corporation, except where action of the full Board of Directors
is required by statute or by the articles of incorporation.
SECTION 3.13. MINUTES. The executive committee and other committees shall
keep regular minutes of their proceedings and report the same to the Board of
Directors when required. The minutes of the proceedings of the executive
committee and other committees shall be placed in the minute book of the
corporation.
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SECTION 3.14. REMOVAL OF MEMBERS. Any member of the executive committee or
any other committee, may be removed by the Board of Directors by the affirmative
vote of a majority of the whole Board, whenever, in its judgment, the best
interests of the corporation will be served thereby.
SECTION 3.15. POTENTIAL LIABILITY. The designation of an executive
committee, other committees and the delegation of authority to it shall not
operate to relieve the Board of Directors, or any members thereof, of any
responsibility upon it or him by law.
COMPENSATION OF DIRECTORS
SECTION 3.16. 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. Members of the executive committee or any other
committee may be allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
SECTION 4.01. DELIVERY. Notices to Directors and shareholders shall be in
writing and delivered personally or mailed to the Directors or shareholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to Directors may also be given by telegram and shall be
deemed to be given at the time when the same shall be delivered to the telegraph
office for transmission.
SECTION 4.02. WAIVER. Whenever any notice is required to be given to a
shareholder or Director under the provisions of the statutes, the articles of
incorporation or by these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to give such notice, whether before or after the time
stated therein, shall be deemed equivalent thereto to the giving of such notice.
Attendance of a Director at a Directors' meeting 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 on the grounds that the meeting
is not lawfully called or convened.
ARTICLE V
OFFICERS
SECTION 5.01. SELECTION OF OFFICERS. The officers of the corporation shall
be chosen by the Board of Directors and may include a Chairman of the Board, and
shall include a President, a Vice President, a Secretary and a Treasurer. Any
person may hold two (2) or more offices. No officer or agent need be a
shareholder, a Director, or a resident of the State of Colorado.
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SECTION 5.02. NECESSARY OFFICERS. The Board of Directors, at its first
meeting after each annual meeting of shareholders, may choose a Chairman from
among the Directors, and shall choose a President and a Secretary neither of
whom need be a member of the Board of Directors.
SECTION 5.03. ADDITIONAL OFFICERS. The Board of Directors may appoint Vice
Presidents, a Treasurer, and Assistant Secretaries and Assistant Treasurers and
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
SECTION 5.04. SALARIES. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
SECTION 5.05. TERM OF OFFICE. The officers of the corporation shall hold
office until their successors are chosen and shall qualify. Any officer elected
or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served thereby. Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.
SECTION 5.06. AUTHORITY. Officers and agents shall have such authority and
perform such duties in the management of the corporation as are provided in
these Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.
THE PRESIDENT
SECTION 5.07. The President shall be the ranking and chief executive
officer of the corporation. He shall preside at meetings of the Board of
Directors and of the shareholders unless he shall be absent, and he shall have
power to call special meetings of the shareholders and the Directors for any
purpose or purposes, appoint and discharge, subject to the approval or review by
the Board of Directors, employees and agents of the corporation and fix their
compensation, and shall make and sign contracts and agreements in the name of
and on behalf of the corporation. The President shall put into operation such
business policies of the corporation as shall be decided upon by the Board of
Directors. In carrying out the business policies of the Board of Directors, the
President shall have the general management and control of the business and
affairs of the corporation and shall be the managing executive officer of the
corporation, and the President, in carrying out such business policies, is given
the necessary authority to discharge such responsibility. He shall. see that the
books, reports, statements and certificates required by the statutes under which
the corporation is organized or any other laws applicable thereto, are properly
kept, made and filed according to law. The President shall, in general, have
supervisory power over the other officers, the executive committee and any other
committees and the business activities of the corporation, subject to the
approval or review of the Board of Directors; and he shall generally do and
perform all acts incident to the office of President or which are authorized or
required by law.
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THE VICE PRESIDENT
SECTION 5.08. The Vice Presidents in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the power of the
President. They shall also generally assist the President and exercise such
other powers and perform such other duties as are delegated to them by the
President and as the Board of Directors shall prescribe.
THE SECRETARY
SECTION 5.09. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders, and record all the proceedings
of such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall keep in safe custody the seal of the corporation and, when authorized by
the Board of Directors, affix the same to any instrument requiring it and., when
so affixed, it shall be attested by his signature or by the signature of an
assistant secretary.
SECTION 5.10. ASSISTANT SECRETARIES. The Assistant Secretaries, in the
order of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
have the authority and exercise the powers of the Secretary. They shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe or as the President may from time to time delegate.
THE TREASURER
SECTION 5.11. CUSTODY OF FUNDS. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.
SECTION 5.12. DISBURSAL. He shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
the regular meeting of the Board, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial condition of
the corporation.
SECTION 5.13. SURETY BOND. If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
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SECTION 5.14. ADDITIONAL DUTIES. He. shall perform such other duties and
have such other authority and powers as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate.
THE GENERAL COUNSEL
SECTION 5.15. A general counsel for the corporation shall be appointed
annually by the Board of Directors, on a basis of compensation to be set by the
Board. The Board may appoint an individual or a law firm as the general counsel
of the corporation, as it may elect. If a law firm should be selected, then one
member thereof shall be designated as the particular lawyer in such firm, whose
personal services are contemplated. The general counsel shall, when called upon,
counsel and advise the officers of the corporation on any legal matters which
may arise in the conduct of the business of the corporation, shall handle all
claims and litigation involving the corporation, and shall perform such further
legal services as may be contemplated in the contract of employment.
ARTICLE VI
OFFICERS' AND DIRECTORS' SERVICES AND CONFLICTING INTERESTS
SECTION 6.01. SERVICES. No Director and, unless otherwise determined by the
Board of Directors, no officer of the corporation, shall be required to devote
his time or any particular portion of his time or render services or any
particular services exclusively to the corporation. Each and every Director and,
unless otherwise determined by the Board of Directors, each and every officer of
the corporation shall be entirely free to engage, participate and invest in any
and all such businesses, enterprises and activities, either similar or
dissimilar to the business, enterprise and activities of the corporation,
without breach of duty to the corporation or to its shareholders and without
accountability or liability to the corporation or to its shareholders in any
event or under any circumstances or conditions.
Each and every Director and, unless otherwise determined by the Board of
Directors, each and every officer of the corporation shall, respectively, be
entirely free to act for, serve and represent any other corporation or
corporations, entity or entities, and any person or persons, in any capacity or
capacities, and be or become a director or officer, or both, of any other
corporation or corporations, entity or entities, irrespective of whether or not
the business, purposes, enterprises and activities, or any of them, thereof be
similar or dissimilar to the business, purposes, enterprises and activities, or
any of them, of the corporation, without breach of duty to the corporation or
to. its shareholders and without accountability or liability of any character or
description to the corporation or to its shareholders in any event or under any
circumstances or conditions.
SECTION 6.02. DIRECTORS' AND OFFICERS' INTERESTS IN CONTRACTS. No contract
or other transaction between the corporation and one or more of its Directors or
officers, or between the corporation and any firm or partnership of which one or
more of its directors or officers are members or employees or in which they are
otherwise interested, or between the corporation and any other corporation or
association or other entity in which one or more of the directors or. officers
of the corporation are shareholders, members, directors, officers or employees
or in which they are otherwise interested, shall be void or
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voidable by reason of or as a result of such connection with or holding an
office or offices as a director or officer of the corporation or such interest
in or in connection with such other firm, partnership, corporation, association
or other entity, notwithstanding the presence of such director or directors,
officer or officers, at the meeting of the Board of Directors of the corporation
which acts upon or in reference to any such contract or other transaction, and
notwithstanding his or their participation in such action, if (a) the fact of
such interest shall be disclosed or known to the Board of Directors and the
Board of Directors shall authorize, approve or ratify such contract or other
transaction by a vote of a majority of the Directors present, such interested
Director or Directors to be counted in determining whether a quorum is present,
but not to be counted in calculating the majority necessary to carry such vote,
or if (b) the fact of such interest shall be disclosed or known to the
shareholders and the shareholders either by written consent or by vote of
holders of record of a majority of all the outstanding shares of stock entitled
to vote, shall authorize, approve or ratify such contract or other transaction;
nor shall any Director or officer be responsible to, or liable to account to the
corporation for any profits realized by or from or through any such contract or
other transaction of the corporation so authorized, ratified or approved, by
reason of such interest or his being or having been a director or officer, or
both, of the corporation. Nothing herein contained shall create responsibility
or liability in or in connection with any such event or events or prevent the
authorization, ratification or approval of such contracts or other transactions
in any other manner permitted by law or by statute. This Section shall not be
construed to invalidate any contract or other transaction which would otherwise
be valid under the common or statutory law applicable thereto.
SECTION 6.03. NON-LIABILITY OF DIRECTORS AND OFFICERS IN CERTAIN CASES. No
Director or officer or member of the executive committee or any other committee
shall be liable for his acts as such if he is excused from liability under any
present or future provision or provisions of the Colorado Business Corporation
Act; and, in addition, to the fullest extent now or hereafter permitted by the
Colorado Business Corporation Act, each officer or Director or member of any
committee shall, in the discharge of any duty imposed or power conferred upon
him by the corporation, be fully protected if, in the exercise of ordinary care,
he acted in good faith and in reliance .upon the written opinion of an attorney
for the corporation, the books of account or reports made to the corporation by
any of its officials or by an independent certified public accountant or by an
appraiser selected with reasonable care by the Board of Directors or by such
committee, or in reliance upon other records of the corporation.
SECTION 6.04. INSURANCE. The Board of Directors shall have, in its
discretion, the power to 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 such liability under
the provisions of the Colorado Business Corporation Act, the articles of
incorporation or these Bylaws.
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ARTICLE VII
CERTIFICATES OF STOCK
SECTION 7.01. REQUIREMENTS. Every shareholder shall be entitled to have a
certificate signed by the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences and relative,
participating, option or other special rights of the various classes of stock or
series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock, and, if
the corporation shall be authorized to issue only shares of special stock, such
certificate shall set forth in full or summarize the rights of the holders of
such shares of stock.
SECTION 7.02. FACSIMILES. Whenever any certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk, or registered by
a registrar, then a facsimile of the signatures of the officers or agents of the
corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures. In case any officer or officers who shall have signed, or
whose facsimile signature shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons whose signature appears on such
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be the officer or officers of the
corporation.
LOST CERTIFICATE(S)
SECTION 7.03. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificates) to be lost or destroyed. When authorizing such issue of a new
certificate(s), the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate(s), or his legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificates) alleged to have been lost or
destroyed.
TRANSFER OF STOCK
SECTION 7.04. Shares of stock shall be transferable only on the books of
the corporation by the holder thereof in person or by his duly authorized
attorney. Upon surrender to the corporation of a certificate for shares duly
endorsed or accompanied by
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proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancelling the old certificate and recording the transaction upon its
books. A record shall be made of each transfer.
CLOSING OF TRANSFER BOOKS
SECTION 7.05. 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 may provide that the stock transfer books be closed for a period not
to exceed fifty (50) days. If such books be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, then such books shall be closed for at least ten (10) days prior
to the date on which the particular action, requiring such determination of
shareholders entitled to notice of or to vote at a meeting 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, except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.
REGISTERED SHAREHOLDERS
SECTION 7.06. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Colorado, the articles of incorporation or these Bylaws.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
SECTION 8.01. DECLARATION. Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the articles of incorporation.
SECTION 8.02. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available therefor, such sum or sums
as the Board of Directors, from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any
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property of the corporation, or for such other purpose as the Board of Directors
shall think conducive to the interest of the corporation, and the Board of
Directors may modify or abolish any such reserves in the manner in which it was
created.
CHECKS
SECTION 8.03. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
FISCAL YEAR
SECTION 8.04. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
ARTICLE IX
SECTION 9.01. Any security of the corporation, which is issued to any
person without registration under the Securities Act of 1933, as amended, or the
securities or Blue Sky laws of any state, shall not be transferable or the
subject of a sale or pledge until the corporation shall have been furnished with
an opinion of counsel for such shareholder satisfactory to counsel for the
corporation that such sale, transfer or pledge does not involve a violation of
the Securities Act of 1933, as amended, or the securities or Blue Sky laws of
any state having jurisdiction. The certificate representing the security shall
bear substantially the following legend:
"The shares evidenced and represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or the
securities or Blue Sky laws of any state. Transfer or sale of the shares
evidenced and represented by this certificate shall not be made without
the prior written approval of the Company and its counsel."
SECTION. 9.02. Any security of the corporation that is issued to any person
pursuant to an agreement, which in any way restricts the transfer of such
security, shall be restricted as to such transfer by noting conspicuously on the
certificate representing the security, a legend which shall indicate such
restriction against transferability and the appropriate officers of the
corporation shall cause to be placed on such security a stop-transfer order
subject to the terms and conditions of such agreement.
ARTICLE X
AMENDMENTS
SECTION 10.01 These Bylaws may be altered, amended or repealed at any
regular or special meeting of the Board of Directors.
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