BYLAWS
OF
FSC HOLDINGS, INC.
ARTICLE 1. OFFICES
1.1 Business Office. The principal office of the corporation
shall be located at any place either within or outside the State of Nevada as
designated in the corporation's most recent document on file with the Nevada
Secretary of State, Division of Corporations. The corporation may have such
other offices, either within or without the State of Nevada as the board of
directors may designate or as the business of the corporation may require from
time to time.
1.2 Registered Office. The registered office of the corporation
shall be located within the State of Nevada and may be, but need not be,
identical with the principal office. The address of the registered office may be
changed from time to time.
ARTICLE 2. SHAREHOLDERS
2.1 Annual Shareholder Meeting. The annual meeting of the
shareholders shall be held on the 8th day of May in each year, beginning with
the year 1997 at the hour of 2:00 p.m., or at such other time on such other day
within such month as shall be fixed by the board of directors, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of Nevada, such meeting shall be held on the next
succeeding business day.
2.2 Special Shareholder Meeting. Special meetings of the
shareholders, for any purpose or purposes described in the meeting notice, 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 one-fourth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.
2.3 Place of Shareholder Meeting. The board of directors may
designate any place, either within or without the State of Nevada, as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consent, which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place, either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made by either the directors or unanimous action
of the voting shareholders, the place of meeting shall be at 215 South State
Street #1100, Salt Lake City, Utah 84111.
2.4 Notice of Shareholder Meeting. Written notice stating the
date, time, and place of any annual or special shareholder meeting shall be
delivered not less than 10 nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, the board of directors, or other persons calling the meeting, to
each shareholder of record entitled to vote at such meeting and to any other
shareholder entitled by the Nevada Revised Statutes (the "Statutes") or the
articles of incorporation to receive notice of the meeting. Notice shall be
deemed to be effective at the earlier of: (1) 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;
(2) on the date shown on the return receipt if sent by registered or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the addressee; (3) when received; or (4) 3 days after deposit in
the United States mail, if mailed postpaid and correctly addressed to an
address other than that shown in the corporation's current record of
shareholders.
If any shareholder meeting is adjourned to a different date, time
or place, notice need not be given of the new date, time and place, if the new
date, time and place is announced at the meeting before adjournment. But if the
adjournment is for more than 30 days or if a new record date for the adjourned
meeting is or must be fixed, then notice must be given pursuant to the
requirements of the previous paragraph, to those persons who are shareholders as
of the new record date.
2.5 Waiver of Notice. A shareholder may waive any notice
required by the Statutes, the articles of incorporation, or these bylaws, by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting:
(a) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of
the meeting objects to holding the meeting or transacting
business at the meeting because of lack of notice or effective
notice; and
(b) waives objection to consideration of a
particular matter at the meeting that is not within the purpose
or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is
presented.
2.6 Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any
distribution, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be more than 70 days prior to the date on which
the particular action, requiring such determination of shareholders, is to be
taken. If no record date is
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so fixed by the board for the determination of shareholders entitled to notice
of, or to vote at a meeting of shareholders, the record date for determination
of such shareholders shall be at the close of business on the day the first
notice is delivered to shareholders. If no record date is fixed by the board
for the determination of shareholders entitled to receive a distribution, the
record date shall be the date the board authorizes the distribution. With
respect to actions taken in writing without a meeting, the record date shall be
the date the first shareholder signs the consent.
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 unless the board of
directors fixes a new record date which it must do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
2.7 Shareholder List. After fixing a record date for a
shareholder meeting, the corporation shall prepare a list of the names of its
shareholders entitled to be given notice of the meeting. The shareholder list
must be available for inspection by any shareholder, beginning on the earlier
of 10 days before the meeting for which the list was prepared or 2 business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, and any adjournment thereof. The list shall be
available at the corporation's principal office or at a place identified in the
meeting notice in the city where the meeting is to be held.
2.8 Shareholder Quorum and Voting Requirements.
2.8.1 Quorum. Except as otherwise required by the Statutes
or the articles of incorporation, a majority of the outstanding shares of the
corporation, represented by person or by proxy, shall constitute a quorum at
each meeting of the shareholders. If a quorum exists, action on a matter, other
than the election of directors, is approved if the votes cast favoring the
action exceed the votes cast opposing the action, unless the articles of
incorporation or the : Statutes require a greater number of affirmative votes.
2.8.2 Voting of Shares. Unless otherwise provided in the
articles of incorporation or these bylaws, each outstanding share, regardless of
class, is entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.
2.9 Quorum and Voting requirements of Voting Groups. If the
articles of, incorporation or the Statutes provide for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that voting
group.
Once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.
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Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the articles of incorporation or the Statutes
provide otherwise, a majority of the votes entitled to be cast on the matter by
the voting group constitutes a quorum of that voting group for action on that
matter.
If the articles of incorporation or the Statutes provide for
voting by two or more voting groups on a matter, action on that matter is taken
only when voted upon by each of those voting groups counted separately. Action
may be taken by one voting group on a matter even though no action is taken by
another voting group entitled to vote on the matter.
If a quorum exists, action on a matter, other than the election
of directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Statutes require a greater number of
affirmative votes.
2.10 Greater Quorum or Voting Requirements. The articles of
incorporation may provide for a greater quorum or voting requirement for
shareholders, or voting groups of shareholders, than is provided for by these
bylaws. An amendment to the articles of incorporation that adds, changes, or
deletes a greater quorum or voting requirement for shareholders must meet
the same quorum requirement and be adopted by the same vote and voting
groups required to take action under the quorum and voting requirement then in
effect or proposed to be adopted, whichever is greater.
2.11 Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy which is executed in writing by the shareholder
or which is executed by his duly authorized attorney-in-fact. Such proxy shall
be filed with the Secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be Valid
after 11 months from the date of its execution unless otherwise provided in the
proxy. All proxies are revocable unless they meet specific requirements of
irrevocability set forth in the Statutes. The death or incapacity of a voter
does not invalidate a proxy unless the corporation is put on notice. A
transferee for value who receives shares subject to an irrevocable proxy, can
revoke the proxy if he had no notice of the proxy.
2.12 Corporation's Acceptance of Votes.
2.12.1 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the corporation, if acting in good faith, is entitled to accept the
vote, consent, waiver, proxy appointment, or proxy appointment revocation and
give it effect as the act of the shareholder.
2.12.2 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name of
a shareholder, the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver,
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proxy appointment, or proxy appointment revocation and give it effect as the act
of the shareholder if:
(a) the shareholder is an entity as defined in
the Statutes and the name signed purports to be that of an
officer or agent of the entity;
(b) the name signed purports to be that of an
administrator, executor, guardian, or conservator representing
the shareholder and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, proxy
appointment or proxy appointment revocation;
(c) the name signed purports to be that of a
receiver or trustee in bankruptcy of the shareholder and, if the
corporation requests, evidence of this status acceptable to the
corporation has been presented with respect to the vote,
consent, waiver, proxy appointment, or proxy appointment
revocation; or
(d) the name signed purports to be that of a
pledgee, beneficial owner, or attorney-in-fact of the
shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to
sign for the shareholder has been presented with respect to the
vote, consent, waiver, proxy appointment or proxy appointment
revocation; or
(e) two or more persons are the shareholder as
co-tenants or fiduciaries and the name signed purports to be the
name of at least one of the co-owners and the person signing
appears to be acting on behalf of all co-tenants or fiduciaries.
2.12.3 If shares are registered in the names of two or
more persons, whether fiduciaries, members of a partnership, co-tenants, husband
and wife as community property, voting trustees, persons entitled to vote under
a shareholder voting agreement or otherwise, or if two or more persons
(including proxy holders) have the same fiduciary relationship respecting the
same shares, unless the secretary of the corporation or other officer or agent
entitled to tabulate votes is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect:
(a) if only one votes, such act binds all;
(b) if more than one votes, the act of the
majority so voting bind all;
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(c) if more than one votes, but the vote is evenly
split on any particular matter, each fraction may vote the
securities in question proportionately.
If the instrument so filed or the registration of the shares
shows that any tenancy is held in unequal interests, a majority or even split
for the purpose of this Section shall be a majority or even split in interest.
2.12.4 The corporation is entitled to reject a vote,
consent, waiver, proxy appointment or proxy
appointment revocation if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.
2.12.5 The corporation and its officer or agent who
accepts or rejects a vote, consent, waiver, proxy
appointment or proxy appointment revocation in good faith and in accordance with
the standards of this Section are not liable in damages to the shareholder for
the consequences of the acceptance or rejection.
2.12.6 Corporate action based on the acceptance or
rejection of a vote, consent, waiver, proxy
appointment or proxy appointment revocation under this Section is valid unless a
court of competent jurisdiction determines otherwise.
2.13 Action by Shareholders Without a Meeting.
2.13.1 Written Consent. Any action required or permitted
to be taken at a meeting of the shareholders may be taken without a meeting and
without prior notice if one or more consents in writing, setting forth the
action so taken, shall be signed by the holders of Outstanding shares having not
less than the minimum number of votes that would be necessary to authorized or
take such action at a meeting at which all shareholders entitled to vote with
respect to the subject matter thereof were present and voted. Action taken under
this Section has the same effect as action taken at a duly called and convened
meeting of shareholders and may be described as such in any document.
2.13.2 Post-Consent Notice. Unless the written consents
of all shareholders entitled to vote have been obtained, notice of any
shareholder approval without a meeting shall be given at least ten days before
the consummation of the action authorized by such approval to (i) those
shareholders entitled to vote who did not consent in writing, and (ii) those
shareholders not entitled to vote. Any such notice must be accompanied by the
same material that is required under the Statutes to be sent in a notice of
meeting at which the proposed action would have been submitted to the
shareholders for action.
2.13.3 Effective Date and Revocation of Consents. No
action taken pursuant to this Section shall be effective unless all written
consents necessary to support the
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action are received by the corporation within a sixty-day period and not
revoked. Such action is effective as of the date the last written consent is
received necessary to effect the action, unless all of the written consents
specify an earlier or later date as the effective date of the action. Any
shareholder giving a written consent pursuant to this Section may revoke the
consent by a signed writing describing the action and stating that the consent
is revoked, provided that such writing is received by the corporation prior to
the effective date of the action.
2.13.4 Unanimous Consent for Election of Directors.
Notwithstanding subsection (a), directors may not be elected by written consent
unless such consent is unanimous by all shares entitled to vote for the election
of directors.
2.14 Voting for Directors. Unless otherwise provided in the
articles of incorporation, every shareholder entitled to vote for the election
of directors has the fight to cast, in person or by proxy, all of the votes
to which the shareholder's shares are entitled for as many persons as there are
directors to be elected and for whom election such shareholder has the fight to
vote. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors by describing
who will perform some or all of the duties of a board of directors, all
corporate powers shall be exercised by or under the authority, and the business
and affairs of the corporation shall be managed under the direction, of the
board of directors.
3.2 Number, Tenure and Qualification of Direction. The
authorized number of directors shall be two (2); provided, however, that if the
corporation has less than two shareholders entitled to vote for the election of
directors, the board of directors may consist or a number of individuals equal
to or greater than the number of those shareholders. The current number of
directors shall be within the limit specified above, as determined (or as
amended form time to time) by a resolution adopted by either the shareholders
or the directors. Each director shall hold office until the next annual meeting
of shareholders or until the director's earlier death, resignation, or removal.
However, if his term expires, he shall continue to serve until his successor
shall have been elected and qualified, or until there is a decrease in the
number of directors. Directors do not need to be residents of Nevada or
shareholders of the corporation
3.3 Regular Meetings of the Board of Directors. 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, for the purpose of appointing officers and transacting such other
business as may come before the meeting. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.
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3.4 Special Meetings of the Board of Directors. Special meetings
of the board of directors may be called by or at the request of the president or
any director. The person authorized to call special meetings of the board of
directors may fix any place as the place for holding any special meeting of the
board of directors.
3.5 Notice of, and Waiver of Notice for, Special Director
Meeting. Unless the articles of incorporation provide for a longer or shorter
period, notice of the date, time, and place of any special director meeting
shall be given at least two days previously thereto either orally or in writing.
Any director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing and signed by the director entitled to
the notice. 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 and at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote
for or assent to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.
3.6 Director Quorum and Voting.
3.6.1 Quorum. A majority of the number of directors
prescribed by resolution shall constitute a quorum for the transaction of
business at any meeting of the board of directors unless the articles of
incorporation require a greater percentage.
Unless the articles of incorporation provide otherwise,
any or all directors may participate in a regular or special meeting by, or
conduct the meeting through the use of, any means of communication by which all
directors participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting.
A director who is present at a meeting of the board of
directors or a committee of the board of directors when corporate action is
taken is deemed to have assented to the action taken unless: (1) the director
objects at the beginning of the meeting (or promptly upon his arrival) to
holding or transacting business at the meeting and does not thereafter vote for
or assent to any action taken at the meeting; and (2) the director
contemporaneously requests his dissent or abstention as to any specific
action be entered in the minutes of the meeting; or (3) the director causes
written notice of his dissent or abstention as t o any specific action be
received by the presiding officer of the meeting before its adjournment or to
the corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.
3.7 Director Action Without a Meeting. Any action required or
permitted to be taken by the board of directors at a meeting may be taken
without a meeting if all the directors
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consent to such action in writing. Action taken by consent is effective
when the last director signs the consent, unless, prior to such time, any
director has revoked a consent by a signed writing received by the
corporation, or unless the consent specifies a different effective date.
A signed consent has the effect of a meeting vote and may be described as such
in any document.
3.8 Resignation of Directors. A director may resign at any time
by giving a written notice of resignation to the corporation. Such resignation
is effective when the notice is received by the corporation, unless the notice
specifies a later effective date.
3.9 Removal of Directors. The shareholders may remove one or
more directors at a meeting called for that purpose if notice has been given
that a purpose of the meeting is such removal. The removal may be with or
without cause unless the articles of incorporation provide that directors may
only be removed with cause. If a director is elected by a voting group
of shareholders, only the shareholders of that voting group may participate
in the vote to remove him. A director may be removed only if the number of
votes cast to remove him exceeds the number of votes cast not to remove him.
3.10 Board of Director Vacancies. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders
fail or are unable to fill such vacancies then and until the shareholders act:
(a) the board of directors may fill the vacancy; or
(b) if the board of directors remaining in office
constitute fewer than a quorum of the board, they may
fill the vacancy by the affirmative vote oral
majority of all the directors remaining in office.
If the vacant office was held by a director elected by a voting
group of shareholders:
(a) if there are one or more directors elected by the
same voting group, only such directors are entitled
to vote to fill the vacancy if it is filled by the
directors; and
(b) only the holders of shares of that voting group are
entitled to vote to fill the vacancy if it is filled
by the shareholders.
A vacancy that will occur at a specific later date (by reason of
a resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.
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3.11 Director 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 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 therefor.
3.12 Director Committees.
3.12.1 Creation of Committees. Unless the articles of
incorporation provide otherwise, the board of directors may create one or more
committees and appoint members of the board of directors to serve on them. Each
committee must have one or more members, who shall serve at the pleasure
of the board of directors.
3.12.2 Selection of Members. The creation of a committee
and appointment of members to it must be approved by the greater of (l)
a majority of all the directors in office when the action is taken or (2) the
number of directors required by the articles of incorporation to take such
action.
3.12.3 Required Procedures. Those Sections of this
Article 3 which govern meetings, actions without meetings, notice and waiver
of notice, quorum and voting requirements of the board of directors, apply to
committees and their members.
3.12.4 Authority. Unless limited by the articles of
incorporation, each committee may exercise those aspects of the authority of the
board of directors which the board of directors confers upon such committee in
the resolution creating the committee. Provided, however, a committee may not:
(a) authorize distributions;
(b) approve or propose to shareholders action that the
Statutes require be approved by shareholders;
(c) fill vacancies on the board of directors or on any of
its committees;
(d) amend the articles of incorporation pursuant to the
authority of directors to do so;
(e) adopt, amend or repeal bylaws;
(f) approve a plan of merger not requiring shareholder
approval;
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(g) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the board of
directors; or
(h) authorize or approve the issuance or sale or contract
for sale of shares or determine the designation and relative
rights, preferences and limitations of a class or series of
shares, except that the board of directors may authorize a
committee (or an officer) to do so within limits specifically
prescribed by the board of directors.
ARTICLE 4. OFFICERS
4.1 Number of Officers. The officers of the corporation shall be
a president, a secretary and a treasurer, each of whom shall be appointed by
the board of directors. Such other officers and assistant officers as may
be deemed necessary, including any vice presidents, may also be appointed by the
board of directors. If specifically authorized by the board of directors, an
officer may appoint one or more officers or assistant officers. The same
individual may simultaneously hold more than one office in the corporation.
4.2 Appointment and Term of Office. The officers of the
corporation shall be appointed by the board of directors for a term as
determined by the board of directors. If no term is specified, they shall
hold office until the first meeting of the directors held after the next annual
meeting of shareholders. If the appointment of officers shall not be made at
such meeting, such appointment shall be made as soon thereafter as is
convenient. Each officer shall hold office until his successor shall have been
duly appointed and shall have qualified until his death, or until he shall
resign or is removed.
The designation of a specified term does not grant to the officer
any contract rights, and the board may remove the officer at any time prior to
the termination of such term.
4.3 Removal of Officers. Any officer or agent may be removed by
the board of directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.
4.4 Resignation of Officers. Any officer may resign at any time,
subject to why rights or obligations under any existing contracts between the
officers and the corporation, by giving notice to the president or board of
directors. An officer's resignation shall take effect at the time specified
therein, and the acceptance of such resignation shall not be necessary to make
it effective.
4.5 President. Unless the board of directors has designated
the chairman of the board as chief executive officer, the president shall be the
chief executive officer of the corporation and, subject to the control of
the board of directors, shall in general supervise and
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control all of the business and affairs of the corporation. Unless there is a
chairman of the board, the president shall, when present, preside at all
meetings of the shareholders and of the board of directors. The president may
sign, with the secretary or any other proper officer of the corporation
thereunder authorized by the board of directors, certificates for shares of the
corporation and deeds, mortgages, bonds, contracts, or other instruments which
the board of directors 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 these bylaws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in
general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the board of directors from time to time.
4.6 Vice Presidents. If appointed, in the absence of the
president or in the event of his death, inability or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designate at the time of their election, or in the
absence of any designation, then in the order of their appointment) 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.
4.7 Secretary. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders, the board of directors, and any committees
of the board in one or more books provided for that purpose; (b) see that
all notices are duly. given in accordance with he provisions of these bylaws or
as required by law; (c) be custodian of the corporate records; (d) when
requested or required, authenticate any records of the corporation; (e) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (f) sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors; (g) have
general charge of the stock transfer books of the corporation; and (h) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned by the president or by the board of
directors. Assistant secretaries, if any, shall have the same duties and powers,
subject to the supervision of the secretary.
4.8 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 monies due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation
in such bank, trust companies, or other depositaries shall be selected by the
board of directors; 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 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 or her duties in such sum and with such surety or sureties as the board
of directors shall determine. Assistant treasurers, if any, shall have the same
powers and duties, subject to the supervision of the treasurer.
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4.9 Salaries. The salaries of the officers shall be fixed from
time to time by the board of directors.
ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
OFFICERS, AGENTS, AND EMPLOYEES
5.1 Indemnification of Directors. Unless otherwise provided in
the articles of incorporation, the corporation shall indemnify any individual
made a party to a proceeding because the individual is or was a director of the
corporation, against liability incurred in the proceeding, but only if such
indemnification is both (i) determined permissible and (ii) authorized, as such
are defined in subsection (a) of this Section 5. I.
5.1.1 Determination of Authorization The corporation shall
not indemnify a director under this Section unless:
(a) a determination has been made in accordance with
the procedures set forth in the Statutes that the director met
the standard of conduct set forth in subsection (b) below, and
(b) payment has been authorized in accordance with the
procedures set forth in the Statutes based on a conclusion that
the expenses are reasonable, the corporation has the financial
ability to make the payment, and the financial resources of the
corporation should be devoted to this use rather than some other
use by the corporation.
5.1.2 Standard of Conduct. The individual shall
demonstrate that:
(a) he or she conducted himself in good faith; and
(b) he or she reasonably believed:
(i) in the case of conduct in his official
capacity with the corporation, that his conduct was in its
best interests;
(ii) in all other cases, that his conduct was at
least not, opposed to its best interests; and
(iii) in the case of any criminal proceeding, he
or she had no reasonable cause to believe his conduct was
unlawful.
5.1.3 Indemnification in Derivative Actions Limited.
Indemnification permitted under this Section in connection with a
proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
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5.1.4 Limitation on Indemnification. The corporation
shall not indemnify a director under this Section of Article 5:
(a) in connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to
the corporation; or
(b) in connection with any other proceeding charging
improper personal benefit to the director, whether or not
involving action in his or her official capacity, in which he or
she was adjudged liable on the basis that personal benefit was
improperly received by the director.
5.2 Advance of Expenses for Directors. If a determination is
made following the procedures of the Statutes, that the director has met the
following requirements, and if an authorization of payment is made following the
procedures and standards set forth in the Statutes, then unless otherwise
provided in the articles of incorporation, the corporation shall pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding, if:
(a) the director furnishes the corporation a written
affirmation of his good faith belief that he has met the standard
of conduct described in this section;
(b) the director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay the
advance if it is ultimately determined that he did not meet the
standard of conduct;
(c) a determination is made that the facts then known to
those making the determination would not preclude indemnification
under this Section or the Statutes.
5.3 Indemnification of Officers. Agents and Employees Who Are
Not Directors. Unless otherwise provided in the articles of incorporation, the
board of directors may indemnify and advance expenses to any officer, employee,
or agent of the corporation, who is not a director of the corporation, to the
same extent as to a director, or to any greater extent consistent with public
policy, as determined by the general or specific actions of the board of
directors.
5.4 Insurance. By action of the board of directors,
notwithstanding any interest of the directors in such action, the corporation
may purchase and maintain insurance on behalf of a person who is or was a
director, officer, employee, fiduciary or agent of the corporation, against
any liability asserted against or incurred by such person in that capacity or
arising from such person's status as a director, officer, employee, fiduciary,
or agent, whether or not the corporation would have the power to indemnify such
person under the applicable provisions of the Statutes.
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ARTICLE 6. STOCK
6.1 Issuance of Shares. The issuance or sale by the corporation
of any shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors, unless
otherwise provided by statute. The board of directors may authorize the issuance
of shares for consideration consisting of any tangible or intangible property or
benefit to the corporation, including cash, promissory notes, services
performed, contracts or arrangements for services to be performed, or other
securities of the corporation. Shares shall be issued for such consideration
expressed in dollars as shall be fixed from time to time by the board of
directors.
6.2 Certificates for Shares.
6.2.1 Content. Certificates representing shares of the
corporation shall at minimum, state on their face the name of the issuing
corporation and that it is formed under the laws of the State of Nevada; the
name of the person to whom issued; and the number and class of shares and the
designation of the series, if any, the certificate represents; and be in
such form as determined by the board of directors. Such certificates shall be
signed (either manually or by facsimile) by the president or a vice president
and by the secretary or an assistant secretary and may be sealed with a
corporate seal or a facsimile thereof. Each certificate for shares shall be
consecutively numbered or otherwise identified.
6.2.2 Legend as to Class or Series. If the corporation is
authorized to issue different classes of shares or different series within a
class, the designations, relative rights, preferences and limitations
applicable to each class and the variations in rights, preferences and
limitations determined for each series (and the authority of the board of
directors to determine variations for future series) must be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the corporation will furnish the
shareholder this information on request in writing and without charge.
6.2.3 Shareholder List. 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.
6.2.4 Transferring Shares. All certificates surrendered
to the corporation for transfer shall be canceled and no new certificate shall
be issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in cash of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the corporation as the board of directors may prescribe.
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6.3 Shares Without Certificates.
6.3.1 Issuing Shares Without Certificates. Unless the
articles of incorporation provide otherwise, the board of directors may
authorize the issue of some or all the shares of any or all of its classes
or series without certificates. The authorization does not affect shares
already represented by certificates until they are surrendered to the
corporation.
6.3.2 Information Statement Required. Within a reasonable
time after the issue or transfer of shares without certificates, the corporation
shall send the shareholder a written statement containing, at a minimum, the
information required by the Statutes.
6.4 Registration of the Transfer of Shares. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in whose name
shares stand in the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.
6.5 Restrictions on Transfer or Registration of Shares. The
board of directors or shareholders may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into,
or carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of or
otherwise consented to the restriction.
A restriction on the transfer or registration of transfer of
shares may be authorized:
(a) to maintain the corporation's status when it is
dependent on the number or identity of its shareholders;
(b) to preserve entitlements, benefits or exemptions
under federal or local laws; and
(c) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of
shares may:
(a) obligate the shareholder first to offer the
corporation or other persons (separately, consecutively or
simultaneously) an opportunity to acquire the restricted shares;
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(b) obligate the corporation or other persons (separately,
consecutively or simultaneously) to acquire the restricted
shares;
(c) require as a condition to such transfer or
registration, that any one or more persons, including the holders
of any of its shares, approve the transfer or registration
if the requirement is not manifestly unreasonable; or
(d) prohibit the transfer or the registration of transfer
of the restricted shares to designated persons or classes of
persons, if the prohibition is not manifestly unreasonable.
A restriction on the transfer or registration of transfer of
shares is valid and enforceable against the holder or a transferee of the holder
if the restriction is authorized by this Section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by this Article 6 with regard to shares issued
without certificates. Unless so noted, a restriction is not enforceable against
a person without knowledge of the restriction.
6.6 Corporation's Acquisition of Shares. The corporation may
acquire its own shares and the shares so acquired constitute authorized but
unissued shares.
If the articles of incorporation prohibit the reissue of
acquired shares, the number of authorized shares is reduced by the number of
shares acquired, effective upon amendment of the articles of incorporation,
which amendment may be adopted by the shareholders or the board of directors
without shareholder action. The articles of amendment must be delivered to
the Secretary of State and must set forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares,
itemized by class and series;
(c) the total number of authorized shares, itemized
by class and series, remaining after reduction of the shares; and
(d) a statement that the amendment was adopted by the
board of directors without shareholder action and that
shareholder action was not required.
ARTICLE 7. DISTRIBUTIONS
7.1 Distributions to Shareholders. The board of directors may
authorize, and the corporation may make, distributions to the shareholders of
the corporation subject to any restriction sin the corporation's articles of
incorporation and in the Statutes.
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7.2 Unclaimed Distributions. If the corporation has mailed three
successive distributions to a shareholder at the shareholder's address as shown
on the corporation's current record of shareholders and the distributions have
been returned as undeliverable, no further attempt to deliver distributions to
the shareholder need be made until another address for the shareholder is made
known to the corporation, at which time all distributions accumulated by reason
of this Section, except as otherwise provided by law, be mailed to the
shareholder at such other address.
ARTICLE 8. MISCELLANEOUS
8.1 Inspection of Records by Shareholders and Directors. A
shareholder or director of a corporation is entitled to inspect and copy, during
regular business hours at the corporation's principal office, any of the records
of the corporation required to be maintained by the corporation under the
Statutes, if such person gives the corporation written notice of the demand at
least five business days before the date on which such a person wishes to
inspect and copy. The scope of Such inspection right shall be as provided under
the Statutes.
8.2 Corporate Seal. The board of directors may provide a corporate
seal which may be circular in form and have inscribed thereon any designation
including the name of the corporation, the state of incorporation, and the words
"Corporate Seal."
8.3 Amendments. The corporation's board of directors may amend or
repeal the corporation's bylaws at any time unless:
(a) the articles of incorporation or the Statutes reserve
this power exclusively to the shareholders in whole or part; or
(b) the shareholders in adopting, amending, or repealing
a particular bylaw provide expressly that the board of directors
may not amend or repeal that bylaw; or
(c) the bylaw either establishes, amends, or deletes, a
greater shareholder quorum or voting requirement.
Any amendment which changes the voting or quorum requirement for
the board must meet the same quorum requirement and be adopted by the same vote
and voting groups required to take action under the quorum and voting
requirements then in effect or proposed to be adopted, whichever are greater.
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