BYLAWS
OF
Red Bluff, Inc.
Article I: Offices
The principal office of Red Bluff, Inc. ("Corporation") in the
Sate of Nevada shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or without the
State of Nevada, as the Board of Directors my designate or as the
business of the Corporation my require from time to time.
Article II: Shareholders
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held during the first ten (10) days in the month
of June in each year, or on such other date during the calendar year as
may be designated by the Board of Directors. If the day fixed for the
annual meeting shall be a legal holiday in the Sate of Nevada, such
meeting shall be held on the next succeeding business day. If the
election of Directors shall be held on the day designated herein for
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 conveniently may be.
Section 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed
by statute, may be called by the President or by the Board of
Directors, and shall be called by the President at the request of the
holders of not less than ten percent (10%) of all the outstanding
shares of the Corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors my
designate any place, either within our without the State of Nevada,
unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any
place, either within our without the State of Nevada, unless otherwise
prescribed by statute, as the place for the holding of such meeting.
If no designation is made, the place of meeting shall be the principal
office of the Corporation.
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, 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. 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 fifteen (15) 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 thirty (30)
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 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.
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 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 lists 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.
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 or duly authorized attorney-in-fact. Such proxy
shall be filed with the secretary of the Corporation before or at the
time of the meeting. A meeting of the Board of Directors my be had by
means of telephone conference or similar communications equipment by
which all persons participating in the meeting can hear each other, and
participation in a meeting under such circumstances shall constitute
presence at the meeting.
Section 10. Voting of Shares by Certain Holders. Shares
standing 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 to do so 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.
Shares of its own stock belonging to the Corporation shall not be
voted directly or indirectly, at any meeting, and shall not be counted
in determining the total number of outstanding shares at any given
time.
Section 11. Informal Action by Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting of the
shareholders, or any other 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. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of
Directors of the Corporation shall be fixed by the Board of Directors,
but in no event shall be less than one ( 1 ). Each Director shall hold
office until the next annual meeting of shareholder and until his
successor shall have been elected and qualified.
Section 3. 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 for the holding of additional regular meetings without
notice other 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
two Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given
at least one (1) day previous 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 Sates 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 Directors 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 convened.
Section 6. Quorum. A majority of the number of Directors fixed
by Section 2 of the 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 7. 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 8. Action Without a Meeting. Any action that may be
taken by the Board of Directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so to be
taken, shall be signed before such action by all of the Directors.
Section 9. 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, unless otherwise provided by law. 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 10. 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 a 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 thereof.
Section 11. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the
minutes of the meeting 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.
Article IV: Officers
Section 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, 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, including a Chairman of
the Board. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except
those of President and Secretary. Any two or more offices may be held
by the same person. Officers may be Directors or shareholders of the
Corporation.
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. Removal. Any officer or agent may be removed by the
Board of Directors whenever, in its judgement, the best interests of
the Corporation will be served thereby, but 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, and such appointment shall be terminable
at will.
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 unexpired portion of the term.
Section 5. 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 there is a Chairman of the Board, in which case the
Chairman shall preside. 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 deed,
mortgages, bonds, contract, 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 there 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 6. Vice President. In the absence of the President or
in the event of his death, inability or refusal to act, the Vice
President 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. The Vice President shall perform such
other duties as from time to time may be assigned to him by the
President or by the Board of Directors, If there is more than one Vice
President, each Vice President shall succeed to the duties of the
President in order of rank as determined by the Board of Directors. If
no such rank has been determined, then each Vice President shall
succeed to the duties of the President in order of date of election,
the earliest date having the first rank.
Section 7. Secretary. The Secretary shall: (a) keep the
minutes of the Board of Directors in one or more minute books provided
for the purpose; (b) see that all notices are duly given in accordance
with the provisions of the 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 which shall be furnished to the Secretary by such
shareholder; (e) sign with the President certificates for share 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 the Secretary and such other duties as
from time to time may be assigned to him by the President or by the
Board of Directors.
Section 8. 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 in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of Article VI of
these Bylaws; and (c) in general perform all of the duties incident to
the office of Treasurer and such other duties as from time to time may
be assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such sureties
as the Board of Directors shall determine.
Section 9. 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.
Article V: Indemnity
Section 1. Definitions. For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a party
to, or is threatened to be made a party to, or is otherwise involved
in, any Proceeding (as hereinafter defined), by reason of the fact that
he or she is or was a Director or Officer of this Corporation or is or
was serving in any capacity at the request of this Corporation as a
Director, Officer, employee, agent, partner, or fiduciary of, or in any
other capacity for, another corporation, partnership, joint venture,
trust, or other enterprise. The term "Proceeding" shall mean any
threatened, pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of this
Corporation), whether civil, criminal, administrative or investigative.
Section 2. Indemnification. Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions taken
by him or her, and for all omissions (regardless of the date of any
such action or omission), to the fullest extent permitted by Nevada
law, against all expense, liability and loss (including, without
limitation, attorney fees, judgments, fines, taxes, penalties, and
amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with any Proceeding.
Indemnification pursuant to this Section shall continue as to an
Indemnitee who has ceased to be a Director or Officer and shall inure
to the benefit of his or her heirs, executors and administrators. This
Corporation may, by action of its Board of Directors, and to the extent
provided in such action, indemnify employees and other persons as
though they were Indemnitees. The rights to indemnification as
provided in this Article shall be non-exclusive of any other rights
that any person may have or hereafter acquire under an statute,
provision of this Corporation's Articles of Incorporation or Bylaws,
agreement, vote of stockholders or Directors, or otherwise.
Section 3. Financial Arrangements. This Corporation may
purchase and maintain insurance or make other financial arrangements on
behalf of any person who is or was a Director, Officer, employee or
agent of this Corporation, or is or was serving at the request of this
Corporation in such capacity for another corporation, partnership,
joint venture, trust or other enterprise for any liability asserted
against him or her and liability and expenses incurred by him or her in
such capacity, whether or not this Corporation has the authority to
indemnify him or her against such liability and expenses.
The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a trust
fund; (b) establishing a program of self-insurance; (c) securing its
obligation of indemnification by granting a security interest or other
lien on any of this Corporation's assets, and (d) establishing a letter
of credit, guarantee or surety. No financial arrangement made pursuant
to this section may provide protection for a person adjudged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable for intentional misconduct, fraud, or a knowing violation
of law, except with respect to advancing expenses or indemnification
ordered by a court. Any insurance or other financial arrangement made
on behalf of a person pursuant to this section may be provided by this
Corporation or any other person approved by the Board of Directors,
even if all or part of the other person's stock or other securities is
owned by this Corporation. In the absence of fraud:
(a) the decision of the Board of Directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section, and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and
(b) the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
Section 4. Contract of Indemnification. The provisions of this
Article relating to indemnification shall constitute a contract between
this Corporation and each of its Directors and Officers, which may be
modified as to any Director or Officer only with that person's consent
or as specifically provided in this section. Notwithstanding any other
provision of the Bylaws relating to their amendment generally, any
repeal or amendment of this Article which is adverse to any Director or
Officer shall apply to such Director or Officer only on a prospective
basis and shall not limit the rights of an Indemnitee to
indemnification with respect to any action or failure to act occurring
prior to the time of such repeal or amendment. Notwithstanding any
other provision of these Bylaws, no repeal or amendment of these Bylaws
shall affect any or all of this Article so as to limit or reduce the
indemnification in any manner unless adopted by (a) the unanimous vote
of the Directors of this Corporation then serving, or (b) the
stockholders as set forth in Article XII hereof; provided that no such
amendment shall have retroactive effect inconsistent with the preceding
sentence.
Section 5. Nevada Law. References in this Article to Nevada law
or to any provision thereof shall be to such law as it existed on the
date these Bylaws were adopted or as such law thereafter may be
changed; provided that (a) in the case of any change which expands the
liability of an Indemnitee or limits the indemnification rights or the
rights to advancement of expenses which this Corporation may provide,
the rights to limited liability, to indemnification and to the
advancement of expenses provided in this Corporation's Articles of
Incorporation, these Bylaws, or both shall continue as theretofore to
the extent permitted by law; and (b) if such change permits this
Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or rights to
the advancement of expenses than this Corporation was permitted to
provide prior to such change, liability thereupon shall be so limited
and the rights to indemnification and advancement of expenses shall be
so broadened to the extent permitted by law. The Corporation shall
indemnify its Directors, officers and employees as follows:
Article VI: Contracts, Loans, Checks, and Deposits
Section 1. Contracts. The Board of Directors may authorize any
office 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.
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 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 and by the Secretary or by such other officers authorized by
law and by the Board of Directors so to do, and sealed with the
corporate seal. 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 cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in 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 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,
Provided, however, that upon any action undertaken by the shareholder
to elect S Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders agreement thereto restricting
the transfer of said shares so as to disqualify said S Corporation
status, said restriction on transfer shall be made a part of the Bylaws
so long as said agreements is in force and effect.
Article VIII: Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of December of each year.
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 condition provided by law and its Articles of
Incorporation.
Article X: Corporate Seal
The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the
Corporation and the state of incorporation and the words "Corporate
Seal."
Article XI: Waiver of Notice
Unless otherwise provided by law, whenever any notice is required
to be given to any shareholder or Director of the Corporation under the
provision of the Articles of Incorporation or under the provisions of
the applicable Business Corporation Act, 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 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, or by the shareholder as any regular
or special meeting of the shareholders.
The above Bylaws are certified to have been adopted by the Board
of Directors of the Corporation on the 28th day of January, 2000.
___________________________
Shawn F. Hackman, Director