BYLAWS
OF
BETTING, INC.
Article I: Offices
The principal office of Betting, 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 my 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 shareholders at
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 14th day of May, 1999.
/s/ Thomas S. Hughes
Thomas S. Hughes, Director
/s/ Jack M. Hall
Jack M. Hall, Director
/s/ Diane Hewitt
Diane Hewitt, Director