BYLAWS
FOR THE REGULATION OF
CASINO AIRLINK, INC.
A NEVADA CORPORATION
(EXCEPT AS OTHERWISE PROVIDED BY
STATUTE OR ITS ARTICLES OF INCORPORATION)
ARTICLE I
Offices
Section 1. Principal Executive Office. The Board of Directors
shall fix the location of the Principal Executive Office of the
Corporation at any place within or outside the State of Nevada.
If the Principal Executive Office is located outside of the State
of Nevada, and the Corporation has one (1) or more business
offices in the State of Nevada, the Board of Directors shall fix
and designate a Principal Business Office in the State of Nevada.
Section 2. Other Offices. Branch or Subordinate offices may at
any time be established by the Board of Directors at any place or
places where the Corporation is qualified to do business.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meetings. All annual meetings of shareholders
and all other meetings of shareholders shall be held at the
Principal Executive Office of the Corporation, unless another
place within or outside the State of Nevada is designated by the
Board of Directors or by the written consent of all persons
entitled to vote thereat and not present at the meeting, given
either before or after the meeting and filed with the Secretary
of the Corporation.
Section 2. Annual Meetings. The annual meeting of the
shareholders shall be held each year on a date and time
designated by the Board of Directors, note more than fifteen
months after the organization of the Corporation or after its
last annual meeting. At each annual meeting directors shall be
elected, reports of the affairs of the Corporation shall be
considered, and any other business may be transacted which is
within the powers of the shareholders.
Section 3. Notice of Annual Shareholders' Meetings: Reports.
Written notice of each annual shareholders' meeting shall be
given to each shareholder entitled to vote thereat, either
personally or by first class mail, or if the Corporation has
outstanding shares held of record by 500 or more persons
(determined in accordance with the General Corporation Law of
Nevada) on the record date for the shareholders' meeting, by
third-class mail, or by other means of written communication,
addressed to the shareholder at the address of the shareholder
appearing on the books of the Corporation or given by the
shareholder to the Corporation for the purpose of notice. Reports
shall be given to the shareholders in the same manner as notices
of shareholders meetings.
If any notice or report addressed to the shareholder at the
address of such shareholder appearing on the books of the
Corporation is returned to the Corporation by the United States
Postal Service marked to indicate that the United States Postal
Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall
be deemed to have been duly given without further mailing if the
same shall be available for the shareholder upon written demand
of the shareholder at the Principal Executive Office of the
Corporation for a period of one (1) year from the date of the
giving of the notice or report to all other shareholders. If a
shareholder gives no address, or if no notice appears on the
books of the Corporation, the notice or report shall be deemed to
have been given to the shareholder if sent by mail or other means
of written communication addressed to the place where the
Principal Executive Office of the Corporation is located, or if
published at least once in a newspaper of general circulation in
the county in which said Principal Executive Office is located
Written notices of a shareholders meeting shall be given to each
shareholder entitled thereto not less than ten (or, if sent by
third-class mail, thirty (30)) days nor more than sixty (60) days
before the meeting. At such notice or any report shall be deemed
to have been given at the time when delivered personally or
deposited in the mail or sent by other means of written
communication. An affidavit of mailing or otherwise giving of any
such notice or report in accordance with the foregoing
provisions, executed by the Secretary, Assistant Secretary, or
any transfer agent of the Corporation shall be prima facie
evidence of the giving of the notice or report.
Such notices shall specify:
the place, the date and the hour of such meeting:
those matters which the Board of Directors, at the time of
the mailing of the notice, intends to present for action by
the shareholders;
if directors are to be elected, the names of nominees
intended at the time of the notice to be presented by the
Board of Directors for election;
the general nature of a proposal, if any to take action with
respect to approval of (i) a contract or other transaction
with an interested director or with another corporation in
which a director of the Corporation has a material financial
interest, (ii) amendments of the Articles of Incorporation,
(iii) a reorganization of the Corporation, as defined in the
General Corporation Law of Nevada. (iv) voluntary
dissolution of the Corporation, or (v) a distribution of
dissolution not in accordance with the liquidation rights of
outstanding preferred shares, if any; and
such other matter, if any, as may be expressly required by
statute
Any information contained in proxy statement sent with such
notice or other soliciting material sent with such notice shall
be deemed to be a part of the notice.
Section 4. Special Meetings. Special meetings of the
shareholders, for the purpose of taking any action permitted by
the shareholders under the General Corporation Law of Nevada and
the Articles of Incorporation of this Corporation, may be called
at any time by the Board of Directors, the Chairman of the Board,
the President, one (1) or more shareholders holding shares in the
aggregate entitled to cast not less than ten percent (10%) of the
votes at that meeting, or by any other person or persons
subsequently designated by the Articles of Incorporation or
Bylaws. If a special meeting is called by any person or persons
other than the Board of Directors, a written request to give
notice of the meeting, specifying the time of such meeting and
the general nature of the business proposed to be transacted,
shall be delivered personally, or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of
the Board, the President, any Vice President, or the Secretary of
the Corporation. Upon such a request, the officer receiving the
request shall forthwith cause notice to be given to shareholders
entitled to vote that a meeting will be held at the time
requested by the person or persons calling the meeting, not less
than thirty-five (35) nor more than sixty (60) days after receipt
of the request. If the notice is not given within twenty (20)
days after receipt of the request, the persons entitled to call
the meeting may give the notice. Except in special cases where
other express provision is made by statute, notice of such
special meetings shall be given in the same manner as annual
meetings of shareholders. In addition to the matters required by
subsection (a) and, if applicable, (c) of Section 3 of this
Article II, notice of any special meeting shall specify the
general nature of the business to be transacted, and no other
business may be transacted at such meeting.
Section 5. Quorum. The presence in person or by proxy of the
persons entitled to vote a majority (unless a different
percentage is specified in the Articles of Incorporation) of the
voting shares at any meeting shall constitute a quorum for the
transaction of business. If a quorum is present, the affirmative
vote of a majority of the shares represented and voting at a duly
held meeting (which shares voting affirmatively also constitute
at least a majority of the required quorum) shall be the act of
the shareholders, unless the vote of a greater number or voting
by classes is required by the General Corporation Law of Nevada
or the Articles of Incorporation.
In the absence of a quorum, no business other than adjournment
may be transacted; provided that the shareholders present at a
duly called or held meeting at which a quorum is present may
continue to transact business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved
by at least a majority of the shares required to constitute a
quorum.
Section 6. Adjourned Meeting and Notice Thereof. Any meeting of
shareholders, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the
shares represented either in person or by proxy.
When a shareholders meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the
adjournment is taken, provided that the meeting is not adjourned
for more than forty-five (45) days, and provided further that
after the adjournment a new record date is not fixed for the
adjourned meeting. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the
original meeting. Notice of any other adjourned meeting shall be
given as if it were an original meeting, as provided in Section 3
of this Article II.
Section 7. Voting.
Procedures. Except as provided in subsection (b) of this Section
7 with respect to cumulative voting for directors, or as
otherwise provided in the Articles of Incorporation, each
outstanding share, regardless of class, shall be entitled to one
(1) vote on each matter submitted to a vote of the shareholders.
Voting may be by voice or ballot, provided that an election of
directors must be by ballot if demanded by any shareholder at the
meeting before the voting begins.
Any holder of shares entitled to vote on any matter may vote part
of the shares in favor of the proposal and refrain from voting
the remaining shares or vote them against the proposal, other
than elections to office, but if a shareholder fails to specify
the number of shares such shareholder is voting affirmatively, it
will be conclusively presumed that the shareholder's approving
vote is with respect to all shares such shareholder is entitled
to vote.
The record date for voting purposes, subject to the provisions of
the General Corporation Law of Nevada (which provide for voting
procedures for shares held by an administrator, executor,
guardian, conservator, custodian, or receiver, pledged shares,
shares under control of an attorney in fact, and shares standing
in the name of a minor, corporation, or two (2) or more persons),
shall be fixed as provided in Section 1 of Article V of the
Bylaws.
Cumulative Voting - Election of Directors. Every shareholder
entitled to vote at any election of directors shall have the
right to cumulate such shareholder's vote and give one (1)
candidate a number of votes equal to the number of directors to
be elected multiplied by the number of votes to which such
shareholder's shares are normally entitled, or to distribute such
shareholder's votes on the same principle among as many
candidates as the shareholder thinks fit, provided that such
candidate's name or names have been placed in nomination prior to
the voting and at least one (1) shareholder has given notice at
the meeting prior to the voting of the shareholder's intention to
cumulate votes. If any one (1) shareholder has given such notice,
such fact shall be announced to all shareholders and proxies
present, who may then cumulate their votes for candidates in
nomination. The candidates, up to the number of directors to be
elected, receiving the highest number of affirmative votes shall
be elected. Votes against the director and votes withheld shall
have no legal effect.
Section 8. Waiver of Notice or Consent by Absent Shareholders.
The transaction of any meeting of shareholders, however called
and noticed, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum
is present either in person or by proxy, and if, either before or
after the meeting, each of the persons entitled to vote, not
present in person or by proxy, or who, though present, has, at
the beginning of the meeting, properly objected to the
transaction of any business because the meeting was not lawfully
called or convened, or to particular matters of business legally
required to be included in the notice, but not so included, signs
a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. Each waiver,
consent, or approval shall be filed with the corporate records or
made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting unless the person objects at the beginning
of the meeting to the transaction of any business because the
meeting is not lawfully called or convened. Attendance at a
meeting shall not be a waiver of any right to object to the
consideration of matters not included in the notice (and required
by law to be included in the notice) if such objection is
expressly made at the meeting. With the exception of any
shareholder consideration or approval of (a) a contract or other
transaction with an interested director or with another
corporation in which a director of the Corporation has a material
financial interest, (b) amendments of the Articles of
Incorporation, (c) a reorganization of the Corporation, as
defined in the General Corporation Law of Nevada, (d) a voluntary
dissolution of the Corporation, and (e) a plan of distribution in
dissolution not in accordance with the liquidation rights of
outstanding preferred shares, if any, neither the business to be
transacted at nor the purpose of any regular or special meeting
of the shareholders need be specified in any written waiver of
notice, consent to the holding of the meeting, or approval of the
minutes thereof.
Section 9. Action Without Meeting. Any action which, under any
provisions of the General Corporation Law of Nevada, may be taken
at any annual or special meeting of shareholders, may be taken
without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than a minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted.
Directors may be elected by written consent without a meeting
only if the unanimous written consents of all outstanding shares
entitled to vote are obtained, except that a vacancy on the Board
of Directors (other than a vacancy created by removal of a
director) not filled by the Board of Directors may be filled by
written consent of a majority of the outstanding shares entitled
to vote.
All such consents shall be filed with the Secretary of the
Corporation and shall be maintained in the corporate records. Any
shareholder giving a written consent, or the shareholder's
proxyholder(s), or a transferee of the shares, or a personal
representative of the shareholder, or their respective
proxyholders, may revoke the consent by a writing received by the
Secretary of the Corporation before written consents of the
number of shares required to authorize the proposed action have
been filed with the Secretary of the Corporation, but may not do
so thereafter. Such revocation is effective upon its receipt by
the Secretary of the Corporation. The record date for the
determination of the shareholders entitled to notice of and to
give such written consent shall be set as provided in Section I
of Article V of these Bylaws.
If the Corporation has outstanding shares held of record by one-
hundred (100) or more persons (determined in accordance with the
General Corporation Law of Nevada) but does not have an
outstanding class of securities registered under Section 12 of
the Securities Exchange Act of 1934, or exempt from such
registration by Section 12(g)(2) of that Act, any form of proxy
or written consent distributed to ten (10) or more shareholders
shall afford an opportunity on the proxy or form of written
consent to specify a choice between approval or disapproval of
each matter or group of related matters intended to be acted upon
at the meeting for which such proxy is solicited or by such
written consent, other than elections to office, and shall
provide, subject to reasonable specified conditions, that where
the person solicited specifies a choice with respect to any such
matters the shares will be voted in accordance therewith.
In any election of directors, any form of proxy in which the
directors to be voted upon are named therein as candidates and
which is marked "withhold" or otherwise marked in a manner
indicating that the authority to vote for the election of
directors is withheld shall not be voted for the election of a
director.
Section 10. Proxies. Every person entitled to vote shares shall
have the right to do so either in person or by one (1) or more
agents authorized by a written proxy signed by the person and
filed with the Secretary of the Corporation. Any proxy purporting
to be executed in accordance with the provisions of the General
Corporation Law of Nevada shall be presumptively valid. No proxy
shall be valid after the expiration of the eleven (11) months
from the date thereof unless otherwise provided in the proxy.
Every proxy continues in full force and effect until revoked by
the person executing it prior to the vote pursuant thereto,
except as otherwise provided in this Section 10. Such revocation
may be effected by a writing delivered to the Corporation stating
that the proxy is revoked or by a subsequent proxy executed by
the person executing the prior proxy and presented to the
meeting, or as to any meeting by attendance at such meeting and
voting in person by the person executing the proxy. The dates
contained on the forms of proxy shall presumptively determine the
order of execution, regardless of the postmark dates on the
envelopes in which they are mailed. A proxy is not revoked by the
death or incapacity of the maker unless, before the vote is
counted, written notice of such death or incapacity is received
by the Corporation.
A proxy which states that it is irrevocable is irrevocable for
the period specified therein, notwithstanding the death or
incapacity of the maker, when it is held by any of the following
or a nominee of any of the following:
a pledgee;
a person who has purchased or agreed to purchase or holds an
option to purchase the shares or a person who has sold a
portion of such person's shares in the Corporation to the
maker of the proxy;
a creditor or creditors of the Corporation or the
shareholder who extended or continued credit to the
Corporation or the shareholder in consideration of the proxy
if the proxy states that it was given in consideration of
such extension or continuation of credit and the name of the
person extending or continuing credit;
a person who has contracted to perform services as an
employee of the Corporation, if a proxy is required by the
contract of employment and the proxy states that it was
given in consideration of such contract of employment, the
name of employee and the period of employment contracted
for;
a person designated by or under an agreement under the
General Corporation Law of Nevada; or
a beneficiary of a trust with respect to shares held by the
trust.
Notwithstanding the period of irrevocability specified, the proxy
becomes revocable when the pledge is redeemed, the option or
agreement to purchase is terminated or the seller no longer owns
any shares of the Corporation or dies, the debt of the
Corporation or the shareholder is paid, the period of employment
provided for in the contract of employment has terminated, the
agreement under the General Corporation Law of Nevada has
terminated, or the person ceases to be a beneficiary of the
trust. In addition to the foregoing subsections (a) through (f),
a proxy may be irrevocable, notwithstanding the death or
incapacity of the maker, if it is given to secure the performance
of a duty or to protect a title, either legal or equitable, until
the happening of events which, by its terms, discharge the
obligations secured by it.
A proxy may be revoked, notwithstanding a provision making it
irrevocable, by a transferee of shares without knowledge of the
existence of the provisions unless the existence of the proxy and
its irrevocability appear, in the case of certificated
securities, on the certificate representing such shares, or in
the case of uncertificated securities, on the initial transaction
statement and written statements.
Section 11. Voting Trust. Shares of the Corporation may be
transferred by a written agreement to trustees in order to confer
upon them the right to vote and otherwise represent the shares
for such a period of time, not exceeding ten (10) years, as may
be specified in the agreement. The validity of a voting trust
agreement, otherwise lawful, shall not be affected during the
period of ten (10) years from the date when it was created or
last extended as herein after provided by the fact that under its
terms it will or may last beyond such ten (10) year period. At
any time within two (2) years prior to the time of expiration of
any voting trust agreements as originally fixed or at last
extended as provided in this Section 11, one (1) ore more
beneficiaries under the voting trust agreement may, by written
agreement and with the written consent of the voting trustee or
trustees, extend the duration of the voting trust agreement with
respect to their shares for an additional period not exceeding
ten (10) years from the expiration date of the trust as
originally fixed or as last extended as provided in this Section
11. A duplicate of the voting trust agreement and any extension
thereof shall be filed with the Secretary of the Corporation and
shall be open to inspection by a shareholder, a holder of a
voting trust certificate, or the agent of either, upon the same
terms as the record of shareholders of the Corporation is open to
inspection.
Section 12. Inspectors of Election. In advance of any meeting of
shareholders, the Board of Directors may appoint any persons,
other than nominees for office, as inspectors of election to act
at the meeting and any adjournment thereof.
If inspectors of election are not so appointed, or if any person
so appointed fails to appear or refuses to act, the chairman of
any meeting of shareholders may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of
election (or to replace those who so fail or refuse) at the
meeting.
The numbers of inspectors shall be either one (1) or three (3).
If appointed at a meeting on the request of one (1) or more
shareholders or proxies, the majority of shares represented in
persons or by proxy shall determine whether one (1) or three (3)
inspectors are to be appointed.
The inspectors of election shall (a) determine the number of
shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum and the
authenticity, validity, and effect of proxies, (b) receive votes,
ballots, or consents, (c) hear and determine all challenges and
questions in any way arising in connection with the right to
vote, (d) count and tabulate all votes or consents, (e) determine
when the polls shall close, (f) determine the results, and (g) do
such other acts as may be proper to conduct the election or vote
with fairness to all shareholders.
The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability, and as
expeditiously as is practical. If there are three (3) inspectors
of election, the decision, act, or certificate or a majority is
effective in all respects as the decision, act, or certificate of
all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.
ARTICLE III
Directors
Section 1. Powers. Subject to the provisions of the General
Corporation Law of Nevada and any limitations in the Articles of
Incorporation relating to action required to be approved by the
shareholders or by the outstanding shares, or by a less than
majority vote of a class or series of preferred shares, the
business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised by or under the direction of
the Board of Directors. The Board of Directors may delegate the
management of the day-to-day operation of the business of the
Corporation to a management company or other persons, provided
that the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised under the ultimate
direction of the Board of Directors.
Section 2. Number of Directors. The number of directors of the
Corporation shall be note less than two (2) nor more than seven
(7). The exact number of directors shall be fixed within the
limit specified, by a duly adopted resolution of the shareholders
or of the Board of Directors, provided that a resolution of the
shareholders shall be controlling in the event that there is
conflict between a resolution of the shareholders and a
resolution of the Board of Directors.
After the issuance of shares, a bylaw specifying or changing a
fixed number of directors or the maximum or minimum number or
changing from a fixed to a variable Board of Directors or vise
versa may only be adopted by approval of the outstanding shares
(as defined in the General Corporation Law of Nevada); provided,
however, that a bylaw or amendment of the Articles of
Incorporation reducing the fixed number or the minimum number of
directors to a number less than five (5) cannot be adopted if the
votes cast against its adoption at a meeting, or the shares not
consenting in the case of an action by written consent, are equal
to more than sixteen and two-thirds percent (16-2/3 %) of the
outstanding shares entitled to vote. No amendment may establish a
range of authorized directors such that the stated maximum number
of authorized directors is greater than two (2) times the stated
minimum numbers of directors minus one (1).
The number of directors of this Corporation shall be two (2)
until changes as authorized by this Section 2.
Section 3. Election and Term of Office. At each annual meeting of
shareholders, directors shall be elected to hold office until the
next annual meeting. Each director, including a director elected
to fill a vacancy, shall hold office until the expiration of the
term for which elected and until a successor has been elected and
qualified.
Section 4. Nomination For Director. Nominations for election of
members of the Board of Directors may be made by the Board of
Directors or by any shareholder of any outstanding class of
voting stock of the Corporation entitled to vote for the election
of directors. Notice of intention to make any nomination or
nominations, other than by the Board of Directors, shall be made
in writing and shall be received by the President or Chairman of
the Board of the Corporation no more than (60) days prior to any
meeting of shareholders called for the election of directors, no
more than ten (10) days after the date the notice of such meeting
is sent to shareholders pursuant to Section 3 of Article II of
these Bylaws, and not later than the time fixed in the notice of
the meeting for the opening of the meeting. Notwithstanding the
preceding sentence, if notice of such meeting is sent by third-
class mail, as permitted by Section 3 of Article II of these
Bylaws, a notice of intention to make any nomination may be
received up to the time fixed in the notice of the meeting for
the opening of the meeting.
Any notice of intention to make any nomination or nominations for
election of members of the Board of Directors, other than by the
Board of Directors, shall contain the following information to
the extent know to the notifying shareholder:
the name and address of each proposed nominee;
the principal occupation of each proposed nominee;
the number of shares of voting stock of the Corporation
owned by each proposed nominee;
the name and residence address of the notifying shareholder;
and
the number of shares of voting stock of the Corporation
owned by the notifying shareholder.
Nominations not made in accordance herewith may be disregarded by
the then chairman of the meeting, and the inspectors of election
shall then disregard all votes cast for each such nominee.
Section 5. Vacancies. Unless otherwise provided in the Articles
of Incorporation or Bylaws and except for a vacancy created by
the removal of a director, vacancies on the Board of Directors
may be filled by approval of the Board of Directors or, if the
number of directors then in office is less than a quorum, by (a)
the unanimous written consent of the directors the in office, (b)
the affirmative vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers complying
with the General Corporation Law of Nevada, or (c) a sole
remaining director. Unless the Articles of Incorporation or a
bylaw adopted by the shareholders provide that the Board of
Directors may fill vacancies occurring by reason of the removal
of directors, such vacancies may be filled only be approval of
the shareholders (as defined in the General Corporation Law of
Nevada).
A vacancy or vacancies on the Board of Directors exists when any
authorized position of director is not then filled by a duly
elected director, whether caused by death, resignation, removal,
change in the authorized number of directors, or the failure of
shareholders at any meeting of shareholders at which any director
or directors are elected to elect the number of directors to be
voted for at that meeting or otherwise.
The shareholders may elect a director at any time to fill any
vacancy not filled by the directors. Any such election by written
consent other than to fill a vacancy created by removal requires
the consent of a majority of the outstanding shares entitled to
vote.
Any director may resign effective upon giving written notice to
the Chairman of the Board, the President, the Secretary, or the
Board of Directors of the Corporation, unless the notice
specifies a later time for effectiveness of such resignation. If
the resignation is effective at a future time, a successor may be
elected to take office when the resignation becomes effective
Any reduction of the authorized number of directors does not
remove any director prior to the expiration of such director's
term of office.
If, after the filing of any vacancy by the directors, the
directors then in office who have been elected by the
shareholders shall constitute less than a majority of the
directors then in office, then both of the following shall be
applicable: (a) any holder or holders of an aggregate of five
percent (5%) or more of the total number of shares at the time
outstanding having the right to vote for those directors may call
a special meeting of shareholders to be held to elect the entire
Board of Directors, or (b) the superior court of the proper
county shall, upon application of such shareholder or
shareholders, summarily order a special meeting of shareholders,
to be held to elect the entire Board of Directors. The term of
office of any director shall terminate upon that election of a
successor.
Section 6. Declaration of Vacancy. The Board of Directors may
declare vacant the office of a director who has been declared of
unsound mind by an order of court or convicted of a felony.
Section 7. Removal of Shareholders. Any or all of the directors
may be removed without cause if such removal is approved by the
outstanding shares (as defined in the General Corporation Law of
Nevada), provided that, unless the entire Board of Directors is
removed, no director shall be removed when the votes cast against
removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an
election at which the same total number of vote were cast (or, if
such action is taken by written consent, all shares entitled to
vote were voted) and the entire number of directors authorized at
the time of the director's most recent election were then being
elected, and provided further that when the provisions of the
Articles of Incorporation the holders of the shares of any class
or series, voting as a class or series, are entitled to elect one
(1) or more directors, any directors, any directors so elected
may be removed only by the applicable vote of the holders of the
shares of that class or series.
Section 8. Board Meetings. Unless otherwise provided in the
Articles of Incorporation or in these Bylaws (except that the
Bylaws may not alter the required vote for any director or
shareholder action):
(a). Meetings of the Board of Directors may be called by the
Chairman of the Board or the President or any Vice President or
the Secretary or any two (2) directors.
(b) Regular meetings of the Board of Directors may be held
without notice if the time and place of such meetings are fixed
by these Bylaws or the Board of Directors. Special meetings of
the Board of Directors shall be held upon four (4) days notice by
mail or forty-eight (48) hours notice delivered personally or by
telephone or telegraph. The Articles of Incorporation or Bylaws
may not dispense with notice of a special meeting. A notice, or
waiver of notice, need not specify the purpose of any regular or
special meeting of the Board of Directors. If notice is by
telephone, it shall be completed when the person calling the
meeting believes in good faith that the notified person has heard
and acknowledged the notice or that a person at the office of the
intended recipient has heard or acknowledged the notice and will
promptly communicate it to the intended recipient. If the notice
is by mail or telegraph, it shall be complete when deposited in
the United States mail or delivered to the telegraph office at
the place where the Corporation's principal office is located,
charges prepaid and addressed to the notified person at such
person's address appearing on the corporate records or if it is
not on the records or is not readily ascertainable, at the place
where the regular Board of Directors meeting is held.
(c) Notices of a meeting need not be given to any director who
signs a waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such
director. All such waivers, consents and approvals shall be
filled with the corporate records or made a part of the minutes
of the meeting.
(d) A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place. If
the meeting is adjourned for more than twenty-four (24) hours,
notice of any adjournment to another time or place shall be given
prior to the time of the adjourned meeting to the directors who
were not present at the time of adjournment.
(e) Meeting of the Board of Directors may be held at any place
within or outside the state which has been designated in the
notice of the meeting or, if not stated in the notice or there is
no notice, designated in these Bylaws or resolution of the Board
of Directors.
(f) Members of the Board of Directors may participate in a
meeting through use of conference telephone or similar
communications equipment, so long as all members participating in
such means can hear one another. Participation in a meeting
pursuant to this subsection (f) constitutes presence in person at
such meeting.
A majority of the authorized number of directors constitutes a
quorum of the Board of Directors for transaction of business. The
Articles of Incorporation or Bylaws may not provide that a quorum
shall be less than one-third (1/3) of the authorized number of
directors or less than two (2), whichever is larger, unless the
authorized number of directors is one (1), in which case one (1)
director constitutes a quorum.
Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is
present is the act of the Board of Directors , subject to the
provisions of Section 310 and subdivision (e) of the General
Corporation Law of Nevada concerning (1) transactions in which a
director has a material financial interest or (2) the
indemnification of a corporate agent party to a lawsuit.
(i) A valid action of the Board of Directors requires at least a
majority approval of the directors present at a meeting. 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
required quorum for such meeting.
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, if all members of the
Board of Directors shall individually or collectively consent in
writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board of
Directors. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.
The provisions of this Section 8 apply also in the same general
manner to committees of the Board of Directors and incorporators
and action by such committees and incorporators, mutatits
mutandis.
Section 9. Fees and Compensation. Directors and members of
committees may receive compensation for their services and
reimbursements for expenses, as may be fixed or determined by
resolution of the Board of Directors.
Section 10. Committees. The Board of Directors may, by resolution
adopted by a majority of the authorized number of directors,
designate one (1) or more committees, each consisting of two (2)
or more directors, to serve at the pleasure of the Board of
Directors. The Board of Directors may designate a chairman for
each committee who shall have the sole power to call any
committee meeting other than a meeting set by the Board of
Directors. The Board of Directors may designate one (1) or more
directors as alternate members of any committee, who may replace
any absent member at any meeting of the committee. The
appointment of members or alternate members of a committee
requires the vote of the majority of the authorized number of
directors. Any such committee, to the extent provided in the
resolution of the Board of Directors or in these Bylaws, shall
have all the authority of the Board of Directors, except with
respect to:
the approval of any action for which the General Corporation Law
of Nevada requires approval of the shareholders (as defined in
the General Corporation Law of Nevada) or approval of the
outstanding shares (as defined in the General Corporation Law of
Nevada);
the filling of vacancies on the Board of Directors or in
any committee;
the fixing of compensation of directors for serving on the
Board of Directors or on any committee;
the amendment of repeal of Bylaws or the adoption of new
Bylaws;
the amendment or repeal of any resolution of the Board of
Directors which by its express terms is not so amendable or
repealable;
a distribution to the shareholders of the Corporation,
except at a rate, in a periodic amount, or within a price
range set forth in the Articles of Incorporation or
determined by the Board of Directors; or
the appointment of other committees of the Board of
Directors or the members thereof.
The provisions of those Bylaws applicable to the Board of
Directors shall apply also in the same general manner to
committees of the Board of Directors and action of such
committees.
Section 11. Duties and Liabilities of Directors. A director shall
perform the duties of a director, including duties as a member of
any committee of the Board of Directors upon which the director
may serve, in good faith, in a manner such director believes to
be in the best interests of the Corporation and its shareholders,
and with such care, including reasonable inquiry, as an ordinary
prudent person in a like position would use under similar
circumstances
In performing the duties of a director, a director shall be
entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial
data, in each case prepared or presented by any of the following:
one (1) or more officers or employees of the Corporation whom
the director believes to be reliable or competent in the matters
presented;
(b) counsel, independent accountants, or other persons as to
matters which the director believes to be within such person's
professional or expert competence; or
(c) a committee of the Board of Directors upon which the director
does not serve, as to matters within its designation authority,
which committee the director believes to merit confidence;
so long as, in any such case, the director acts in good faith,
after reasonable inquiry when the need therefor is indicated by
the circumstances and without knowledge that would cause such
reliance to be unwarranted.
A person who performs the duties of a director in accordance with
this Section 11, and as may be set forth in the Articles of
Incorporation, shall have no liability based upon any alleged
failure to discharge the person's obligations as a director.
Section 12 Transactions Between the Corporation and Its Directors
or Corporations Having Interrelated Directors.
No contract or transaction between the Corporation and one (1) or
more of its directors, or between the Corporation and any
corporation, firm, or association in which one (1) or more of its
directors has a material financial interest, is either void or
voidable because such director or directors or such other
corporation, firm, or association are parties or because such
director or directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes, approves, or
ratifies the contract or transaction, if
the material facts as to the transaction and as to such
director's interest are fully disclosed or known to the
shareholders and such contract or transaction is approved or
ratified in good faith by the affirmative vote of a majority of
the shares represented and voting at a duly held meeting at which
a quorum is present (which shares voting affirmatively also
constitute at least a majority of the required quorum) or by the
written consent of shareholders, with the shares owned by the
interested director or directors not being entitled to vote
thereon;
the material facts as to the transaction and as to such
director's interest are fully disclosed or known to the Board of
Directors or committee, and the Board of Directors or committee
authorizes, approves, or ratifies the contract or transaction in
good faith by a vote sufficient without counting the vote of the
interested director or directors and the contract or transaction
is just and reasonable to the Corporation at the time it is
authorized, approved, or ratified; or
as to contract or transactions not approved as provided in
paragraphs (1) or (2) of this subsection (a), the person
asserting the validity of the contract or transaction sustains
the burden of proving that the contract or transaction was just
and reasonable as to the Corporation at the time it was
authorized, approved, or ratified.
A mere common directorship does not constitute a material
financial interest within the meaning of this subsection (a). A
director is not interested within the meaning of this subsection
(a) in a resolution fixing the compensation of another director
as a director, officer, or employee of the Corporation,
notwithstanding the fact that the first directors is also
receiving compensation from the Corporation.
No contract or other business transactions between the
Corporation and any corporation or association of which one (1)
or more of its directors are directors is either void or voidable
because such director or directors are present at the meeting of
the Board of Directors or a committee thereof which authorizes,
approves, or ratifies the contract or transaction, if
(1) the material facts as to the transaction and as to such
director's other directorship are fully disclosed or known to the
Board of Directors or committee, and the Board of Directors or
committee authorizes, approves, or ratifies the contract or
transaction in good faith by a vote sufficient without counting
the vote of the common director or directors or the contract or
transaction is approved or ratified in good faith, by the
affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which
shares voting affirmatively also constitute at least a majority
of the required quorum) or by the written consent of
shareholders; or
(2) as to contracts or transactions not approved as provided in
paragraph (1) of this subsection (b), the contract or transaction
is just and reasonable as to the Corporation at the time it is
authorized, approved, or ratified.
This subsection (b) does not apply to contracts or transactions
covered by subsection (a).
(c) Interested or common directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors
or a committee thereof, which authorizes, approves or ratifies a
contract or transaction.
Section 13. Inspection of Corporate Records and Property. Every
director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind
and to inspect the physical properties of the Corporation of
which such person is a director and also of its subsidiary
corporations, domestic or foreign. Such inspection by a director
may be made in person or by agent or attorney and the right of
inspection includes the right to copy and make extracts.
Section 14. Advisory Board. The Board of Directors may establish,
pursuant to appropriate Board action, a board of advisory
directors with such duties to advise the Board of Directors as
the Board of Directors may specify.
ARTICLE IV
Officers
Section 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, or a President, or both, a Secretary, a
Chief Financial Officer, and such other officers with such titles
and duties as shall be stated in these Bylaws or determined by
the Board of Directors and as may be necessary to enable it to
sign instruments and share certificates. The President is the
general manager and chief executive officer of the Corporation
unless, in the event there is both a Chairman of the Board and a
President, the Board of Directors designates that the Chairman of
the Board shall be the general manager and chief executive
officer of the Corporation. Any number of offices may be held by
the same person.
Section 2. Appointment of Officers. The officers of the
Corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this
Article IV, shall be chosen by the Board of Directors, and each
shall serve at the pleasure of the Board of Directors, subject to
the rights, if any, of an officer under any contract of
employment.
Section 3. Subordinate Officers. The Board of Directors may
appoint, and may empower the President to appoint, such other
officers as the business of the Corporation may require, each of
whom shall hold office for such period, have such authority, and
perform such duties as are provided in these Bylaws or as the
Board of Directors may from time to time determine.
Section 4. Removal and Resignation of Officers. Subject to the
rights, if any, of an officer under contract of employment, any
officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting of the
Board of Directors, or, except in case of an officer chosen by
the Board of Directors, by any officer upon whom such power of
removal be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to
the Board of Directors. Any resignation shall take effect at the
date of the receipt of that notice or any later time if specified
in that notice; and, unless otherwise specified in that notice,
the acceptance of the resignation shall not be necessary to make
it effective. Any resignation is without prejudice to the rights,
if any, of the Corporation under any contract to which the
officer is a party.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall
be filled in the manner prescribed in these Bylaws for regular
appointment to the office.
ARTICLE V
Miscellaneous
Section 1. Record Date and Closing Stock Books. In order that the
Corporation may determine the shareholders entitled to notice of
any meeting or to vote or entitled to receive payment of any
dividend or other distribution or allotment of any rights or
entitled to give consent to corporate action without a meeting or
entitled to exercise any rights in respect of any other lawful
action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten
(10) days prior to the date of such meeting nor more than sixty
(60) days prior to any other action. If no record date is fixed:
(a) the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which
notice is given or, if notice is waived, at the close of business
on the business day next preceding the day on which the meeting
is held; and
(b) the record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors has been taken, shall be
the day on which the first written consent is given;
(c) the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto, or the
sixtieth (60th) day prior to the date of such other action,
whichever is later.
A determination of shareholders of record entitled to notice of
or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a
new record date for the adjourned meeting, but the Board of
Directors shall fix a new record date if the meeting is adjourned
for more than forty-five (45) days from the date set for the
original meeting.
Shareholders at the close of business on the record date are
entitled to notice and to vote or to receive the dividend,
distribution, or allotment of rights, or to exercise the rights,
as the case may be, notwithstanding any transfer of any shares on
the books of the Corporation after the record date, except as
otherwise provided in the Articles of Incorporation or by
agreement or in the General Corporation Law of Nevada.
Section 2. Records and Reports. The Corporation shall keep
adequate and correct books and records of account and shall keep
minutes of the proceedings of its shareholders, Board of
Directors and the committees of the Board of Directors and shall
keep at its Principal Executive Office, or at the office of its
transfer agent or registrar, a record of its shareholders, giving
the names and addresses of all shareholders and the numbers and
class of shares held by each. Such minutes shall be kept in
written form. Such other books and records shall be kept either
in written form or in any other form capable of being converted
into written form.
Section 3. Inspection of the Record of Shareholder. A shareholder
or shareholders holding at lest five percent (5%) in the
aggregate of the outstanding voting shares of the Corporation or
who hold at least one percent (1%) of such voting shares and have
filed a Schedule 14B with the United States Securities and
Exchange Commission relating to the election of directors of the
Corporation shall have an absolute right to do either or both of
the following:
(a) inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business hours upon five
(5) days' prior written demand upon the corporation; or
(b) obtain from the transfer agent for the Corporation, upon
written demand and upon the tender of its usual charges for such
a list (the amount of which charges shall be stated to the
shareholder by the transfer agent upon request), a list of the
shareholders' names and addresses who are entitled to vote for
the election of directors, and their shareholdings, as of the
most recent record date for which it has been compiled or as of a
date specified by the shareholders subsequent to the date of
demand.
The list shall be made available on or before the later of five
(5) business days after the demand is received or the date
specified therein as the date as of which the list is to be
compiled. The Corporation shall have the responsibility to cause
its transfer agent to comply with this Section 3.
The Corporation's record of shareholders shall also be open to
inspection and copying by any shareholder of holder of a voting
trust certificate at any time during usual business hours upon
written demand on the Corporation, for a purpose reasonably
related to such holder's interest as a shareholder or holder of a
voting trust certificate. Any inspection and copying under this
Section 3 may be made in person or by agent or attorney.
Section 4. Inspection of Bylaws. The Corporation shall keep at
its Principal Executive Office in the State of Nevada or if its
Principal Executive Office is not in Nevada at its principal
business office in Nevada, the original or a copy of its Bylaws
as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the
Principal Executive Office of the Corporation is outside the
State of Nevada and the Corporation has no principal business
office in the State of Nevada, it shall upon the written request
of any shareholder furnish to such shareholder a copy of these
Bylaws as amended to date.
Section 5. Inspection of Corporation Records. The accounting
books and records and minutes of proceedings of the shareholders
and the Board of Directors and committees of the Board of
Directors shall be open to inspection upon written demand on the
Corporation of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours,
for a purpose reasonably related to such holder's interest as a
shareholder or as the holder of such voting trust certificate.
The right of inspection created by this Section 5 shall extend to
the records of each subsidiary of the Corporation.
Such inspection by a shareholder or holder of a voting trust
certificate may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make
extracts.
Section 6. Checks, Drafts, Ect. All checks, drafts or other
orders for payment of money, notes, or other evidences of
indebtedness issued in the name of or payable to the Corporation
shall be signed or endorsed by the person or persons and in the
manner specified by the Board of Directors.
Section 7. Annual Report. So long as the Corporation shall have
fewer than one-hundred (100) shareholders, determined in
accordance with the General Corporation Law of Nevada, the annual
report to shareholders referred to in the General Corporation Law
of Nevada is expressly dispensed with. The Board of Directors may
cause to be sent to the shareholders annual or other periodic
reports in any form that they consider appropriate or which may
otherwise be required by law.
Section 8. Contracts, Etc., How Executed. The Board of Directors
may, except as otherwise provided in these Bylaws, authorized any
officer (or officers) or agent (or agents) to enter into any
contract or execute any instrument in the name of and on behalf
of the Corporation. This authority may be general or confined to
specific instances. Unless so authorized or ratified by the Board
of Directors, or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement, to pledge its
credit, or to render it liable for any purpose or for any amount.
Section 9. Share Certificates. Every holder of shares in the
Corporation shall be entitled to have a certificate signed in the
name of the Corporation by the chief executive officer and by the
Secretary of the Chief Financial Officer, certifying the number
of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may
be facsimile.
Any such certificate shall also contain such legend or other
statement as may be required by the General Corporation Law of
Nevada , the Corporate Securities Law of 1968, the federal
securities laws, these Bylaws, or by any agreement between the
Corporation and the holder of the Certificate. In the event any
shares are issued pursuant to a permit or exemption therefrom
requiring the imposition of a legend condition, the person or
persons issuing or transferring the shares shall make sure the
legend appears on the certificate and shall not be required to
transfer any shares free of such legend unless an amendment to
such permit or new permit authorizing such deletion is issued
prior thereto.
Section 10 Transfer of Shares. The shares of the Corporation
shall be transferred on the books of the Corporation upon
surrender and cancellation of certificates for a like number of
shares by the holder thereof in person, or by the holder's
attorney.
Section 11. Consideration for Shares. The shares of the
Corporation may be issued:
(a) for such consideration as is determined from time to time by
the Board of Directors, or by the shareholders if the Articles of
Incorporation so provide, consisting of any or all of the
following: money paid, labor done, services actually rendered to
the Corporation or for its benefit or in its formation or
reorganization, debts or securities canceled, and tangible or
intangible property actually received either by the Corporation
or by a wholly owned subsidiary; but neither promissory notes of
the purchaser (unless adequately secured by collateral other than
the shares acquired or unless permitted under Section 13 of this
Article V) nor future services shall constitute payment or part
payment for shares of the Corporation; or
(b) as a share dividend or upon a stock split, reverse stock
split, reclassification of outstanding shares into shares of
another class, conversion of outstanding shares into shares of
another class, exchange of outstanding shares for shares of
another class, or other change affecting outstanding shares.
If the Articles of Incorporation reserve to the shareholders the
rights to determine the consideration for the issue of any
shares, such determination shall be made by approval of the
outstanding shares (as defined in the General Corporation Law of
Nevada).
The Corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the
consideration to be paid therefor. On the certificate issued to
represent any such partly paid shares or, for uncertificated
securities, on the initial transaction statement for such partly
paid shares, the total amount of the consideration to be paid
therefor and the amount paid thereon shall be stated. Upon the
declaration of any dividend on fully paid shares, the Corporation
shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the
consideration actually paid thereon.
The Board of Directors shall state by resolution its
determination of the fair value to the Corporation in monetary
terms of any consideration other than money for which shares are
issued. This paragraph does not affect the accounting treatment
of any transaction, which shall be in conformity with generally
accepted accounting principles.
Section 12. Representation of Shares of Other Corporations. The
chief executive officer or any other persons authorized to do so
by the chief executive officer is authorized to vote, represent,
and exercise on behalf of this Corporation all rights incident to
any and all shares of any other corporation or corporations
standing in the name of this Corporation. The authority herein
granted to said officers to vote or represent on behalf of this
Corporation any and all shares held by this Corporation in any
other corporation or corporations may be exercised either by such
officers in person or by any other person authorized to do so by
proxy or power of attorney duly executed by said officers.
Section 13 Stock Purchase Plans. The Corporation may adopt and
carry out a stock purchase plan or agreement or stock option plan
or agreement providing for the issue and sale for such
consideration as may be fixed of its unissued shares, or of
issued shares acquired or to be acquired to one (1) or more of
the employees or directors of the Corporation or of a subsidiary
or parent thereof or to a trustee on their behalf and for the
payment for such shares in installments or at one time, and may
provide for aiding any such persons for paying for such shares by
compensation for services rendered, promissory notes, or
otherwise.
The stock purchase plan or agreement or stock option plan or
agreement may include, among other features, the fixing of
eligibility for participation therein, the class and price of
shares to be issued or sold under the plan or agreement, the
number of shares which may be subscribed for, the method of
payment therefor, the reservation of title until payment
therefor, the effect of the termination of employment, an option
or obligation on the part of the Corporation to repurchase the
shares upon termination of employment, subject to the provisions
of the General Corporation Law of Nevada, restrictions upon
transfer of the shares, and the time limits of and termination of
the plan.
Section 14. Indemnification of Corporate Agents, Purchase of
Liability Insurance. This Corporation, to the maximum extent
permitted by the Nevada General Corporation Law, shall indemnify
any of its agents against expenses, judgements, fines,
settlements, and other amounts actually and reasonably incurred
in connection with any proceeding or potential proceeding arising
out of the relationship, and to the maximum extent permitted by
law, this Corporation shall advance the agent's reasonable
defense expenses in any such proceeding. For the purposes of this
section, "agent" means any person who is or was a director,
officer, employee, or other agent of this corporation or its
predecessor, and any person who is or was serving as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, at the request of this
Corporation or its predecessor; "proceeding" means any
threatened, pending, or completed action or proceeding, whether
civil, criminal, administrative, or investigative; and "expenses"
include but are not limited to attorneys' fees and any expenses
of establishing a right to indemnification under this section.
The Corporation shall have the right to purchase and maintain
insurance to the maximum extent permitted by law on behalf of its
officers, directors, employees, and other agents, against any
liability asserted against or incurred by any officer, director,
employee, or agent in such capacity or arising out of the
officer's, director's, employee's, or agents status as such.
Section 15. Loans and Guarantees to Directors and Officers.
Unless otherwise permitted in accordance with the General
Corporation Law of Nevada, the Corporation shall not make any
loan of money or property to, or guarantee the obligation of, any
director or officer of the Corporation or of its parent, if any
unless the transaction, or an employee benefit plan authorizing
the loans or guaranties after the disclosure of the right under
such a plan to include officers or directors, is approved by a
majority of the shareholders entitled to act thereon.
Notwithstanding the preceding sentence, the Board of Directors
shall have the power to approve a loan of money or property to an
officer, or guarantee the obligation of an officer, or approve an
employee benefit plan authorizing such a loan or guaranty to an
officer, provided that, on the date of such approval, the
Corporation has outstanding shares held of record by one-hundred
(100) or more persons and has a bylaw approved by the outstanding
shares (as defined in the General Corporation Law of Nevada)
authorizing the Board of Directors alone to approve such a loan
or guaranty to an officer, whether or not a director, or an
employee benefit plan authorizing such a loan or guaranty to an
officer. Approval shall require a determination by the Board of
Directors that the loan or guaranty may reasonably be expected to
benefit the Corporation and shall be by vote sufficient without
counting the vote of any interested director.
Section 16. Construction and Definitions. Unless the context
otherwise requires, the general provisions, rules of construction
and definitions contained in the General Corporation Law of
Nevada shall govern the construction of these Bylaws. Without
limiting the generality of the foregoing, the masculine includes
feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the term "person"
includes a corporation as well as a natural person.
ARTICLE VI
Amendments
Section 1. Amending the Articles of Incorporation. Any lawful
amendment to the Articles of Incorporation may be adopted upon
approval by a majority vote of the Board of Directors and the
outstanding shares, either before or after approval of the Board
of Directors, unless a higher percentage of approval is required
by the Articles of Incorporation. Notwithstanding the above, the
Board of Directors may adopt by itself an amendment deleting the
names and addresses of the first directors or of the initial
agent, and, if the Corporation does not have more than one (1)
class of shares outstanding, the Board of Directors may adopt by
itself an amendment effecting a stock split.
Whenever the Articles of Incorporation require for corporate
action the vote of a larger proportion or of all of the shares of
any class or series, or of a larger proportion or of all of the
directors, than is otherwise required by the General Corporation
Law of Nevada, the provision in the Articles of Incorporation
requiring such greater vote shall not be altered, amended, or
repealed except by such greater vote unless otherwise provided in
the Articles of Incorporation.
In the case of amendments adopted after the Corporation has
issued any shares, the Corporation shall file with the Secretary
of State a Certificate of Amendment, which shall consist of an
officers' certificate stating:
(a) the wording of the amendment or amended Articles of
Incorporation in accordance with the General Corporation Law of
Nevada;
(b) that the amendment has been approved by the Board of
Directors;
(c) if the amendment is one for which the approval of the
outstanding shares (as defined in the General Corporation Law of
Nevada) is required, that the amendment was approved by the
required vote of shareholders, the total number of outstanding
shares of each class entitled to vote with respect to the
amendment, and that the number of shares of each class voting in
favor of the amendment equaled or exceeded the vote required,
specifying the percentage vote required of each class entitled to
vote; and
(d) if the amendment is one which may be adopted with approval by
the Board of Directors alone, a statement of the facts entitling
the Board of Directors alone to adopt the amendment.
Section 2. Amending the Bylaws. These Bylaws may be adopted,
amended, or repealed by approval of the Board of Directors or by
the affirmative vote or written consent of a majority of the
outstanding shares entitled to vote. In case of conflict between
an action of the Board of Directors and of the shareholders, the
action taken by the shareholders shall control. In addition, the
shareholders may adopt a bylaw which restricts or deprives the
Board of Directors of the power to adopt, amend, or repeal any or
all Bylaws.