BYLAWS
OF
LINK2 TECHNOLOGIES, INC.
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TABLE OF CONTENTS
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Page
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ARTICLE I
OFFICES
1.1 Business Office 1
1.2 Registered Office and Registered Agent 1
ARTICLE II
SHARES AND TRANSFER THEREOF
2.1 Regulation 1
2.2 Stock Certificates: Facsimile Signatures and Validation 1
2.3 Fractions of Shares: Insurance; Payment of Value or Issuance
of Scrip 1
2.4 Cancellation of Outstanding Certificates and
Issuance of New Certificates: Order of
Surrender; Penalties for Failure to Comply 2
2.5 Consideration for Shares: Types; Adequacy; Effect of Receipt;
Actions of Corporation Pending Receipt in Future 2
2.6 Stockholder's Liability: No Individual Liability Except
for Payment for which Shares were Authorized to be Issued
or which was Specified in Subscription Agreement 3
2.7 Lost, Stolen, or Destroyed Certificates 3
2.8 Transfer of Shares 3
2.9 Restrictions on Transfer of Shares 3
2.10 Transfer Agent 3
2.11 Close of Transfer Book and Record Date 4
ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF
3.1 Stockholders of Record 4
3.2 Meetings 4
3.3 Annual Meeting 4
3.4 Special Meetings 4
3.5 Actions at Meetings not Regularly Called: Ratification
and Approval 5
3.6 Notice of Stockholders' Meeting: Signature; Contents; Service 5
3.7 Waiver of Notice 6
3.8 Voting Record 6
3.9 Quorum 6
3.10 Organization 6
3.11 Manner of Acting 6
3.12 Stockholders' Proxies 6
3.13 Voting of Shares 7
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3.14 Voting by Ballot 7
3.15 Cumulative Voting 8
3.16 Consent of Stockholders in Lieu of Meeting 8
3.17 Maintenance of Records at Registered Office;
Inspection and Copying of Records 8
ARTICLE IV
DIRECTORS, POWERS AND MEETINGS
4.1 Board of Directors 9
4.2 General Powers 9
4.3 Regular Meetings 9
4.4 Special Meetings 10
4.5 Actions at Meetings Not Regularly Called:
Ratification and Approval 10
4.6 Notice of Directors' Meetings 10
4.7 Waiver of Notice 10
4.8 Quorum 10
4.9 Organization 11
4.10 Manner of Acting 11
4.11 Participation by Telephone or Similar Method 11
4.12 Consent of Directors in Lieu of Meeting 11
4.13 Vacancies 11
4.14 Compensation 11
4.15 Removal of Directors 12
4.16 Resignations 12
ARTICLE V
OFFICERS
5.1 Number 12
5.2 Election and Term of Office 12
5.3 Removal 12
5.4 Vacancies 12
5.5 Powers 12
5.6 Compensation 14
5.7 Bonds 14
ARTICLE VI
PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY
6.1 Exercise of Powers and Performance of Duties
by Directors and Officers 14
6.2 Restrictions on Transactions Involving Interested
Directors or Officers; Compensation of Directors 14
6.3 Indemnification of Officers, Directors, Employees
and Agents; Advancement of Expenses 15
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ARTICLE VII
DIVIDENDS; FINANCE
7.1 Dividends 17
7.2 Reserve Funds 17
7.3 Banking 17
ARTICLE VIII
CONTRACTS, LOANS, AND CHECKS
8.1 Execution of Contracts 17
8.2 Loans 17
8.3 Checks 18
8.4 Deposits 18
ARTICLE IX
FISCAL YEAR
18
ARTICLE X
CORPORATE SEAL
18
ARTICLE XI
AMENDMENTS
18
ARTICLE XII
COMMITTEES
12.1 Appointment 18
12.2 Name 18
12.3 Membership 19
12.4 Procedure 19
12.5 Meetings 19
12.6 Vacancies 19
12.7 Resignations and Removal 19
CERTIFICATE
20
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Bylaws of Link2 Technologies, Inc. Page iv
ARTICLE I
OFFICES
1.1 Business Office. The principal office and place of business of the
corporation is located in the Province of British Columbia, Canada at Suite 101,
3235 W 4th Ave., Vancouver, BC, V6K 1R8. Other offices and places of business
may be established from time to time by resolution of the Board of Directors or
as the business of the corporation may require.
1.2 Registered Office and Registered Agent. The registered agent of
the corporation for the service of process in the state of Nevada
is Val-U-Corp Services, Inc. and the registered office of the
registered agent for the service of process is 1802 North Carson,
Carson City, Nevada, 89701
1.3 The registered agent of the corporation may be changed from time
to time by the Board of Directors in accordance with the
procedures set forth in the Nevada Business Corporation Act.
ARTICLE II
SHARES AND TRANSFER THEREOF
2.1 Regulation. The Board of Directors may make such rules and
regulations as it may deem appropriate concerning the issuance, transfer, and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.
2.2 Stock Certificates: Facsimile Signatures and Validation.
(A) Every stockholder shall be entitled to have a certificate,
signed by officers or agents designated by the corporation for the purpose,
certifying the number of shares owned by him in the corporation.
(B) Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents of the corporation may be
printed or lithographed upon such certificate in lieu of the actual signatures.
(C) In the event any officer or officers who shall have signed, or
whose facsimile signature shall have been used on, any certificate or
certificates for stock shall cease to be such officer or officers of the
corporation, whether because of death, resignation or other reason, before such
certificate or certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature shall have been used
thereon, had not ceased to be such officer or officers of the corporation.
2.3 Fractions of Shares: Issuance; Payment of Value or Issuance of
Scrip. The corporation is not obligated to, but may, execute and deliver a
certificate for or including a fraction of a share. In lieu of executing and
delivering a certificate for a fraction of a share, the corporation may, upon
resolution of the Board of Directors:
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(A) make payment to any person otherwise entitled to become a
holder of a fractional share, which payment shall be in accordance with the
provisions of the Nevada Business Corporation Act; or
(B) issue such additional fraction of a share as is necessary to
increase the fractional share to a full share; or
(C) execute and deliver registered or bearer scrip over the manual
or facsimile signature of an officer of the corporation or of its agent for that
purpose, exchangeable as provided on the scrip for full share certificates, but
the scrip does not entitle the holder to any rights as a stockholder except as
provided on the scrip. The scrip may contain any other provisions or
conditions, as permitted by the Nevada Business Corporation Act, that the
corporation, by resolution of the Board of Directors, deems advisable.
2.4 Cancellation of Outstanding Certificates and Issuance of New
Certificates: Order of Surrender; Penalties for Failure to Comply. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificates shall be issued in lieu thereof until the former certificate
for a like number of shares shall have been surrendered and canceled, except as
hereinafter provided with respect to lost, stolen or destroyed certificates.
When the Articles of Incorporation are amended in any way affecting the
statements contained in the certificates for outstanding shares, or it becomes
desirable for any reason, in the discretion of the Board of Directors, to cancel
any outstanding certificate for shares and issue a new certificate therefor
conforming to the rights of the holder, the Board of Directors may order any
holders of outstanding certificates for shares to surrender and exchange them
for new certificates within a reasonable time to be fixed by the Board of
Directors. Such order may provide that no holder of any such certificate so
ordered to be surrendered shall be entitled to vote or to receive dividends or
exercise any of the other rights of stockholders of record until he shall have
complied with such order, but such order shall only operate to suspend such
rights after notice and until compliance. The duty of surrender of any
outstanding certificates may also be enforced by action at law.
2.5 Consideration for Shares: Types; Adequacy; Effect of Receipt;
Actions of Corporation Pending Receipt in Future.
(A) The Board of Directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the corporation, including, but not limited to, cash, promissory notes, services
performed, contracts for services to be performed, or other securities of the
corporation.
(B) Before the corporation issues shares, the Board of Directors
must determine that the consideration received or to be received for the shares
to be issued is adequate. The judgment of the Board of Directors as to the
adequacy of the consideration received for the shares issued is conclusive in
the absence of actual fraud in the transaction.
(C) When the corporation receives the consideration for which the
Board of Directors authorized the issuance of shares, the shares issued therefor
are fully paid.
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(D) The corporation may place in escrow shares issued for a
contract for future services or benefits or a promissory note, or make any other
arrangements to restrict the transfer of the shares. The corporation may credit
distributions made for the shares against their purchase price, until the
services are performed, the benefits are received or the promissory note is
paid. If the services are not performed, the benefits are not received or the
promissory note is not paid, the shares escrowed or restricted and the
distributions credited may be canceled in whole or in part.
2.6 Stockholder's Liability: No Individual Liability Except for Payment
for which Shares were Authorized to be Issued or which was Specified in
Subscription Agreement. Unless otherwise provided in the articles of
incorporation, no stockholder of the corporation is individually liable for the
debts or liabilities of the corporation. A purchaser of shares of stock from
the corporation is not liable to the corporation or its creditors with respect
to the shares, except to pay the consideration for which the shares were
authorized to be issued or which was specified in the written subscription
agreement.
2.7 Lost, Stolen, or Destroyed Certificates. Any stockholder claiming
that his certificate for shares is lost, stolen, or destroyed may make an
affidavit or affirmation of the fact and lodge the same with the Secretary of
the corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation, a new certificate may be issued of the same tenor and representing
the same number of shares as were represented by the certificate alleged to be
lost, stolen or destroyed. The necessity for such bond and the amount required
to be determined by the President and Treasurer of the corporation, unless the
corporation shall have a transfer agent, in which case the transfer agent shall
determine the necessity for such bond and the amount required.
2.8 Transfer of Shares. Subject to the terms of any stockholder
agreement relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein, shares of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by his duly authorized attorney, upon the surrender and
cancellation of a certificate or certificates for a like number of shares. Upon
presentation and surrender of a certificate for shares properly endorsed and
payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the corporation, a
transfer of shares can be made only on the books of the corporation and in the
manner hereinabove provided, and the corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statutes of the State of Nevada.
2.9 Restrictions on Transfer of Shares. A written restriction on the
transfer or registration of transfer of a security of the corporation, if
permitted by the provisions of the Nevada Business Corporation Act, may be
enforced against the holder of the restricted security or any successor or
transferee of the holder.
A restriction on the transfer or registration of transfer of the securities
of the corporation may be imposed either by the Articles of Incorporation, these
Bylaws, or by an agreement among any number of security holders or between one
or more such holders and the corporation. No restriction so imposed is binding
with respect to securities issued prior to the adoption of the restriction,
unless the holders of the securities are parties to an agreement or voted in
favor of the restriction.
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2.10 Transfer Agent. Unless otherwise specified by the Board of
Directors by resolution, the Secretary of the corporation shall act as transfer
agent of the certificates representing the shares of stock of the corporation.
He shall maintain a stock transfer book, the stubs of which shall set forth
among other things, the names and addresses of the holders of all issued shares
of the corporation, the number of shares held by each, the certificate numbers
representing such shares, the date of issue of the certificates representing
such shares, and whether or not such shares originate from original issue or
from transfer. Subject to Section 3.7, the names and addresses of the
stockholders as they appear on the stubs of the stock transfer book shall be
conclusive evidence as to who are the stockholders of record and as such
entitled to receive notice of the meetings of stockholders; to vote at such
meetings; to examine the list of the stockholders entitled to vote at meetings;
to receive dividends; and to own, enjoy and exercise any other property or
rights deriving from such shares against the corporation. Each stockholder
shall be responsible for notifying the Secretary in writing of any change in his
name or address and failure so to do will relieve the corporation, its
directors, officers and agents, from liability for failure to direct notices or
other documents, or pay over or transfer dividends or other property or rights,
to a name or address other than the name and address appearing on the stub of
the stock transfer book.
2.11 Close of Transfer Book and Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or stockholders entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors may prescribe a period not
exceeding sixty (60) days prior to any meeting of the stockholders during which
no transfer of stock on the books of the corporation may be made, or may fix a
day not more than sixty (60) days prior to the holding of any such meeting as
the day as of which stockholders entitled to notice of and to vote at such
meetings shall be determined; and only stockholders of record on such day shall
be entitled to notice or to vote at such meeting. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF
3.1 Stockholders of Record. Only stockholders of record on the books
of the corporation shall be entitled to be treated by the corporation as holders
in fact of the shares standing in their respective names, and the corporation
shall not be bound to recognize any equitable or other claim to, or interest in,
any shares on the part of any other person, firm or corporation, whether or not
it shall have express or other notice thereof, except as expressly provided by
the Nevada Business Corporation Act.
3.2 Meetings. Meetings of stockholders shall be held at the principal
office of the corporation, or at such other place, either within or without the
State of Nevada, as specified from time to time by the Board of Directors. If
the Board of Directors shall specify another location such change in location
shall be recorded on the notice calling such meeting.
3.3 Annual Meeting. The annual meeting of stockholders of the
corporation for the election of directors, and for the transaction of such other
business as may properly come before the meeting, shall be held on such date,
and at such time and place as the Board of Directors shall designate by
resolution. If the election of directors shall not be held within the time
period designated herein for any annual meeting of the stockholders, the Board
of Directors shall cause the election to be held at a special meeting of the
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stockholders as soon thereafter as may be convenient. Failure to hold the
annual meeting at the designated time shall not work a forfeiture or dissolution
of the corporation.
3.4 Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President, by a majority of the Board of Directors, or by the person or
persons authorized by resolution of the Board of Directors.
3.5 Actions at Meetings Not Regularly Called: Ratification and
Approval. Whenever all stockholders entitled to vote at any meeting consent,
either by (i) a writing on the records of the meeting or filed with the
Secretary; or (ii) presence at such meeting and oral consent entered on the
minutes; or (iii) taking part in the deliberations at such meeting without
objection; the doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed. At such meeting any business may be transacted
which is not excepted from the written consent or to the consideration of which
no objection for want of notice is made at the time.
If a meeting be irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of the meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all stockholders having the right to vote
at such meeting.
Such consent or approval of stockholders may be made by proxy or attorney,
but all such proxies and powers of attorney must be in writing.
3.6 Notice of Stockholders' Meeting: Signature; Contents; Service.
(A) The notice of stockholders' meetings shall be in writing and
signed by the President or a Vice President, or the Secretary, or the Assistant
Secretary, or by such other person or persons as designated by the Board of
Directors. Such notice shall state the purpose or purposes for which the
meeting is called and the time when, and the place, which may be within or
without the State of Nevada, where it is to be held.
A copy of such notice shall be either delivered personally to, or shall be
mailed postage prepaid to, or shall be sent by telecopy to, each stockholder of
record entitled to vote at such meeting not less than ten (10) nor more than
sixty (60) days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears on the records of the corporation, and
upon such mailing of any such notice the service thereof shall be complete, and
the time of the notice shall begin to run from the date upon which such notice
is deposited in the mail for transmission to such stockholder. Personal
delivery of any such notice to any officer of a corporation or association, or
to any member of a partnership, shall constitute delivery of such notice to such
corporation, association, or partnership. If sent by telecopy, it shall be
evidenced by proof of transmission to the intended recipient.
Notice duly delivered or mailed to a stockholder in accordance with the
provisions of this section shall be deemed sufficient, and in the event of the
transfer of his stock after such delivery or mailing and prior to the holding of
the meeting, it shall not be necessary to deliver or mail notice of the meeting
upon the transferee.
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(B) Unless otherwise provided in the Articles of Incorporation or
these Bylaws, whenever notice is required to be given, under any provision of
Nevada law or the Articles of Incorporation or Bylaws of the corporation, to any
stockholder to whom:
(i) Notice of two consecutive annual meetings, and all notices of
meetings or of the taking of action by written consent without a meeting to him
during the period between those two consecutive annual meetings; or
(ii) All, and at least two, payments sent by first-class mail of
dividends or interest on securities during a 12-month period, have been mailed
addressed to him at his address as shown on the records of the corporation and
have been returned undeliverable, the giving of further notices to him is not
required. Any action or meeting taken or held without notice to such a
stockholder has the same effect as if the notice had been given. If any such
stockholder delivers to the corporation a written notice setting forth his
current address, the requirement that notice be given to him is reinstated.
3.7 Waiver of Notice. Whenever any notice whatever is required to be
given to stockholders, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
3.8 Voting Record. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before such meeting of stockholders, a complete record of the stockholders
entitled to vote at each meeting of stockholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The record, for a period of ten (10) days prior to such meeting,
shall be kept on file at the principal office of the corporation, whether within
or without the State of Nevada, and shall be subject to inspection by any
stockholder for any purpose germane to the meeting at any time during usual
business hours. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any stockholder
during the whole time of the meeting for the purposes thereof.
The original stock transfer books shall be the prima facie evidence as to
who are the stockholders entitled to examine the record or transfer books or to
vote at any meeting of stockholders.
3.9 Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of stockholders, except as otherwise provided by the Nevada
Business Corporation Act and the Articles of Incorporation. In the absence of a
quorum at any such meeting, a majority of the shares so represented may adjourn
the meeting from time to time for a period not to exceed sixty (60) days 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 stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
3.10 Organization. The Board of Directors shall elect a chairman from
among the directors to preside at each meeting of the stockholders. The Board
of Directors shall elect a secretary to record the discussions and resolutions
of each meeting.
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3.11 Manner of Acting. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the stockholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by
statute or by the Articles of Incorporation or these Bylaws.
3.12 Stockholders' Proxies.
(A) At any meeting of the stockholders of the corporation any
stockholder may designate another person or persons to act as a proxy or
proxies. If any stockholder designates two or more persons to act as proxies, a
majority of those persons present at the meeting, or, if only one is present,
then that one has and may exercise all of the powers conferred by the
stockholder upon all of the persons so designated unless the stockholder
provides otherwise.
(B) Without limiting the manner in which a stockholder may
authorize another person or persons to act for him as proxy pursuant to
subsection (A), the following constitute valid means by which a stockholder may
grant such authority:
(i) A stockholder may execute a writing authorizing another person or
persons to act for him as proxy. Execution may be accomplished by the
signing of the writing by the stockholder or his authorized officer,
director, employee, or agent or by causing the signature of the stockholder
to be affixed to the writing by any reasonable means, including, but not
limited to, a facsimile signature.
(ii) A stockholder may authorize another person or persons to act for
him as proxy by transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will
be the holder of the proxy or to a firm that solicits proxies or like agent
who is authorized by the person who will be the holder of the proxy to
receive the transmission. Any such telegram, cablegram or other means of
electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram, cablegram or
other electronic transmission was authorized by the stockholder. If it is
determined that the telegram, cablegram, or other electronic transmission
is valid, the persons appointed by the corporation to count the votes of
stockholders and determine the validity of proxies and ballots or other
persons making those determinations must specify the information upon which
they relied.
(C) Any copy, communication by telecopier, or other reliable
reproduction of the writing or transmission created pursuant to subsection (B),
may be substituted for the original writing or transmission for any purpose for
which the original writing or transmission could be used, if the copy,
communication by telecopier, or other reproduction is a complete reproduction of
the entire original writing or transmission.
(D) No such proxy is valid after the expiration of six (6) months
from the date of its creation, unless it is coupled with an interest, or unless
the stockholder specifies in it the length of time for which it is to continue
in force, which may not exceed seven (7) years from the date of its creation.
Subject to these restrictions, any proxy properly created is not revoked and
continues in full force and effect until another instrument or transmission
revoking it or a properly created proxy bearing a later date is filed with or
transmitted to the secretary of the corporation or another person or persons
appointed by the corporation to count the votes of stockholders and determine
the validity of proxies and ballots.
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3.13 Voting of Shares. Unless otherwise provided by the Articles of
Incorporation or these Bylaws, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
stockholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.
3.14 Voting by Ballot. Voting on any question or in any election may
be by voice vote unless the presiding officer shall order or any stockholder
shall demand that voting be by ballot.
3.15 Cumulative Voting. No stockholder shall be permitted to cumulate
his votes in the election of directors or for any other matter voted upon by
stockholders.
3.16 Consent of Stockholders in Lieu of Meeting. Any action required
or permitted to be taken at a meeting of the stockholders may be taken without a
meeting if a written consent thereto is signed by stockholders holding at least
a majority of the voting power, except that:
(A) If any greater proportion of voting power is required for such
action at a meeting, then the greater proportion of written consents is
required; and
(B) This general provision for action by written consent does not
supersede any specific provision for action by written consent contained in
the Articles of Incorporation, these Bylaws, or the Nevada Business
Corporation Act.
In no instance where action is authorized by written consent need a meeting
of stockholders be called or notice given. The written consent must be filed
with the minutes of the proceedings of the stockholders.
3.17 Maintenance of Records at Registered Office; Inspection and
Copying of Records.
(A) The corporation shall keep a copy of the following records at
its registered office:
(i) a copy certified by the Nevada Secretary of State of its
Articles of Incorporation, and all amendments thereto;
(ii) a copy certified by an officer of the corporation of its
Bylaws and all amendments thereto; and
(ii) a stock ledger or a duplicate stock ledger, revised
annually, containing the names, alphabetically arranged, of all
persons who are stockholders of the corporation, showing their places
of residence, if known, and the number of shares held by them
respectively. In lieu of the stock ledger or duplicate stock ledger,
the corporation may keep a statement setting out the name of the
custodian of the stock ledger or duplicate stock ledger, and the
present and complete post office address, including street and number,
if any, where the stock ledger or duplicate stock ledger specified in
this section is kept.
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(B) The corporation shall maintain the records required by
subsection (A) in written form or in another form capable of conversion into
written form within a reasonable time.
(C) Any person who has been a stockholder of record of the
corporation for at least six (6) months immediately preceding his demand, or any
person holding, or thereunto authorized in writing by the holders of, at least 5
percent of all of its outstanding shares, upon at least five (5) days' written
demand is entitled to inspect in person or by agent or attorney, during usual
business hours, the stock ledger or duplicate stock ledger, whether kept in the
registered office of the corporation in Nevada or elsewhere, and to make
extracts therefrom. Holders of voting trust certificates representing shares of
the corporation must be regarded as stockholders for the purpose of this
subsection.
(D) An inspection authorized by subsection (C) may be denied to a
stockholder or other person upon his refusal to furnish to the corporation an
affidavit that the inspection is not desired for a purpose which is in the
interest of a business or object other than the business of the corporation and
that he has not at any time sold or offered for sale any list of stockholders of
any domestic or foreign corporation or aided or abetted any person in procuring
any such record of stockholders for any such purpose.
(E) In every instance where an attorney or other agent of the
stockholder seeks the right of inspection, the demand must be accompanied by a
power of attorney executed by the stockholder authorizing the attorney or other
agent to inspect on behalf of the stockholder.
(F) The right to copy records under subsection (C) includes, if
reasonable, the
right to make copies by photographic, photocopy, or other means.
(G) The corporation may impose a reasonable charge to recover the
costs of labor and materials and the cost of copies of any documents provided to
the stockholder.
ARTICLE IV
DIRECTORS
4.1 Board of Directors. The business and affairs of the corporation
shall be managed by a board of not less than one (1) nor more than eight (8)
directors who shall be natural persons of at least eighteen (18) years of age
but who need not be stockholders of the corporation or residents of the State of
Nevada and who shall be elected at the annual meeting of stockholders or some
adjournment thereof. Each director shall hold office until the next succeeding
annual meeting of stockholders and until his successor shall have been elected
and shall qualify or until his death or until he shall resign or shall have been
removed. The Board of Directors may increase or decrease the number of
directors by resolution.
4.2 General Powers. The business and affairs of the corporation shall
be managed by the Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders. The directors shall pass upon any and
all bills or claims of officers for salaries or other compensation and, if
deemed advisable, shall contract with officers, employees, directors, attorneys,
accountants, and other persons to render services to the corporation.
Any contract or conveyance, otherwise lawful, made in the name of the
corporation, which is authorized or ratified by the Board of Directors, or is
done within the scope of the authority, actual or
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apparent, given by the Board of Directors, binds the corporation, and the
corporation acquires rights thereunder, whether the contract is executed or is
wholly or in part executory.
4.3 Regular Meetings. A regular, annual meeting of the Board of
Directors shall be held at the same place as, and immediately after, the annual
meeting of stockholders, and no notice shall be required in connection
therewith. The annual meeting of the Board of Directors shall be for the
purpose of electing officers and the transaction of such other business as may
come before the meeting. The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of Nevada, for the holding of additional regular meetings
without other notice than such resolution.
4.4 Special Meetings. Special meetings of the Board of Directors or
any committee thereof may be called by or at the request of the President or any
two directors or, in the case of a committee, by any member of that committee.
The person or persons authorized to call special meetings of the Board of
Directors or committee may fix any place, either within or without the State of
Nevada, the date, and the hour of the meeting and the business proposed to be
transacted at the meeting as the place for holding any special meeting of the
Board of Directors or committee called by them.
4.5 Actions at Meetings Not Regularly Called: Ratification and
Approval. Whenever all directors entitled to vote at any meeting consent,
either by (i) a writing on the records of the meeting or filed with the
Secretary; or (ii) presence at such meeting and oral consent entered on the
minutes; or (iii) taking part in the deliberations at such meeting without
objection; the doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed. At such meeting any business may be transacted
which is not excepted from the written consent or to the consideration of which
no objection for want of notice is made at the time.
If a meeting be irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of the meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all directors having the right to vote at
such meeting.
4.6 Notice of Directors' Meetings. Written notice of any special
meeting of the Board of Directors or any committee thereof shall be given as
follows:
(A) By mail to each director at his business address at least
three (3) days prior to the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid;
(B) By personal delivery or telegram at least twenty-four (24)
hours prior to the meeting to the business address of each director,
or in the event such notice is given on a Saturday, Sunday, or
holiday, to the residence address of each director. If notice be given
by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company; or
(C) By telecopy providing proof of transmission to the intended
recipient.
Such notice shall state the place, date, and hour of the meeting and the
business proposed to be transacted at the meeting.
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4.7 Waiver of Notice. Whenever any notice whatever is required to be
given to directors, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
4.8 Quorum. Unless the Articles of Incorporation or these Bylaws
provide for a different proportion, a majority of the number of directors then
holding office or, in the case of a committee, then constituting such committee,
at a meeting duly assembled is necessary to constitute a quorum for the
transaction of business, but a smaller number may adjourn from time to time
without further notice, until a quorum is secured.
4.9 Organization. The Board of Directors shall elect a chairman from
among the directors to preside at each meeting of the Board of Directors and
committee thereof. The Board of Directors or committee shall elect a secretary
to record the discussions and resolutions of each meeting.
4.10 Manner of Acting. The act of directors holding a majority of the
voting power of the Board of Directors or, in the case of a committee of the
Board of Directors, present at a meeting at which a quorum is present, shall be
the act of the Board of Directors, unless the act of a greater number is
required by the Nevada Business Corporation Act or by the Articles of
Incorporation or these Bylaws.
4.11 Participation by Telephone or Similar Method. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, members of the
Board of Directors or any committee designated by the Board of Directors may
participate in a meeting of such board or committee by means of a telephone
conference or similar method of communication by which all persons participating
in the meeting can hear and converse with each other. Participation in a
meeting pursuant to this section constitutes presence in person at such meeting.
Each person participating in the meeting shall sign the minutes thereof. The
minutes may be signed in counterparts.
4.12 Consent of Directors in Lieu of Meeting. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if, before or after the action,
a written consent thereto is signed by all the members of the board or such
committee. Such written consent shall be filed with the minutes of proceedings
of the board or committee.
4.13 Vacancies.
(A) 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. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office, and shall
hold such office until his successor is duly elected and shall qualify. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by the affirmative vote of a majority of the directors then in
office, though less than a quorum, or by an election at an annual meeting, or at
a special meeting of stockholders called for that purpose. A director chosen to
fill a position resulting from an increase in the number of directors shall hold
office only until the next election of directors by the stockholders, and until
his successor shall be elected and shall qualify.
(B) Unless otherwise provided in the Articles of Incorporation,
when one or more directors give notice of his or their resignation to the board,
effective at a future date, the board may fill the
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vacancy or vacancies to take effect when the resignation or resignations become
effective, each director so appointed to hold office during the remainder of the
term of office of the resigning director or directors.
4.14 Compensation. By resolution of the Board of Directors and
irrespective of any personal interest of any of the members, 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.
4.15 Removal of Directors. Any director may be removed from office by
the vote of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding stock entitled to voting power, except that
the Articles of Incorporation may require the concurrence of a larger percentage
of the stock entitled to voting power in order to remove a director.
4.16 Resignations. A director of the corporation may resign at any
time by giving written notice to the Board of Directors, President or Secretary
of the corporation. The resignation shall take effect upon the date of receipt
of such notice, or at such later time specified therein. The acceptance of such
resignation shall not be necessary to make it effective, unless the resignation
requires such acceptance to be effective.
ARTICLE V
OFFICERS
5.1 Number. The officers of the corporation shall be a President, a
Secretary, and a Treasurer, all 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. Any two or
more offices may be held by the same person.
5.2 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 the annual
meeting of the stockholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as practicable.
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.
5.3 Removal. Any officer or agent may be removed by the Board of
Directors, for cause or without cause, whenever in its judgment 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.
5.4 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. In the event of absence or inability of
any officer to act, the Board of Directors may delegate the powers or duties of
such officer to any other officer, director, or person whom it may select.
5.5 Powers. The officers of the corporation shall exercise and perform
the respective powers, duties and functions as are stated below, and as may be
assigned to them by the Board of Directors.
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(A) President. The President shall be the chief executive officer of the
corporation and, subject to the control of the Board of Directors, shall have
general supervision, direction and control over all of the business and affairs
of the corporation. The President shall, when present, and in the absence of a
Chairman of the Board, preside at all meetings of the stockholders and of the
Board of Directors. The President may sign, with the Secretary or any other
proper officer of the corporation authorized by the Board of Directors,
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments that 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.
(B) Vice President. If elected or appointed by the Board of Directors, the
Vice President (or in the event there is more than one Vice President, the Vice
Presidents in the order designated by the Board of Directors, or in the absence
of any designation, then in the order of their election) shall, in the absence
of the President or in the event of his death, inability or refusal to act,
perform all duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Any Vice
President may sign, with the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, certificates for shares of the corporation;
and shall perform such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
(C) Secretary. The Secretary shall: keep the minutes of the proceedings of
the stockholders and of the Board of Directors in one or more books provided for
that purpose; see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; 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; keep a register of the post
office address of each stockholder which shall be furnished to the Secretary by
such stockholder; sign with the Chairman or Vice Chairman of the Board of
Directors, or 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; have general charge of the stock transfer books of the
corporation; and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
(D) Assistant Secretary. The Assistant Secretary, when authorized by the
Board of Directors, may sign with the Chairman or Vice Chairman of the Board of
Directors or the President or a Vice President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. An Assistant Secretary, at the request of the Secretary,
or in the absence or disability of the Secretary, also may perform all of the
duties of the Secretary. An Assistant Secretary shall perform such other duties
as may be assigned to him by the President or by the Secretary.
(E) Treasurer. The Treasurer shall: have charge and custody of
and be responsible for all funds and securities of the corporation; receive and
give receipts for moneys due and payable to
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the corporation from any source whatsoever and deposit all such moneys in the
name of the corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of these Bylaws; and keep
accurate books of accounts of the corporation's transactions, which shall be the
property of the corporation, and shall render financial reports and statements
of condition of the corporation when so requested by the Board of Directors or
President. The Treasurer shall perform all duties commonly incident to his
office and such other duties as may from time to time be assigned to him by the
President or the Board of Directors. In the absence or disability of the
President and Vice President or Vice Presidents, the Treasurer shall perform the
duties of the President.
(F) Assistant Treasurer. An Assistant Treasurer may, at the request of the
Treasurer, or in the absence or disability of the Treasurer, perform all of the
duties of the Treasurer. He shall perform such other duties as may be assigned
to him by the President or by the Treasurer.
5.6 Compensation. All officers of the corporation may receive salaries
or other compensation if so ordered and fixed by the Board of Directors. The
Board shall have authority to fix salaries and other compensation in advance for
stated periods or render the same retroactive as the Board may deem advisable.
No officer shall be prevented from receiving such salary by reason of the fact
that he is also a director of the corporation.
5.7 Bonds. If the Board of Directors by resolution shall so require,
any officer or agent of the corporation shall give bond to the corporation in
such amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices.
ARTICLE VI
PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY
6.1 Exercise of Powers and Performance of Duties by Directors and
Officers. Directors and officers of the corporation shall exercise their
powers, including, in the case of directors, powers as members of any committee
of the board upon which they may serve, in good faith, in a manner he reasonably
believes to be in the best interests of the corporation, and with such care as
an ordinarily prudent person in a like position would use under similar
circumstances. In performing their respective duties, directors and officers
shall be entitled to rely on information, opinions, reports books of account or
statements, including financial statements and other financial data, in each
case prepared or presented by persons and groups listed in subsections (A), (B)
and (C) of this section; but a director or officer shall not be entitled to rely
on such information if he has knowledge concerning the matter in question that
would cause such reliance to be unwarranted. Those persons and groups on whose
information, opinions, reports, and statements a director or officer is entitled
to rely upon are:
(A) One or more officers or employees of the corporation whom the
director or officer reasonably believes to be reliable and competent in the
matters prepared or presented;
(B) Counsel, public accountants, or other persons as to matters
which the director or officer reasonably believes to be within such persons'
professional or expert competence; or
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(C) A committee of the board upon which he does not serve, duly
established in accordance with the provisions of the Articles of Incorporation
or these Bylaws, as to matters within its designated authority and matters on
which committee the director or officer reasonably believes to merit confidence.
6.2 Restrictions on Transactions Involving Interested Directors or
Officers; Compensation of Directors.
(A) No contract or other transaction between the corporation and
one or more of its directors or officers, or between the corporation and any
corporation, firm, or association in which one or more of its directors or
officers are directors or officers or are financially interested, is void or
voidable solely for this reason or solely because any such director or officer
is present at the meeting of the Board of Directors or a committee thereof that
authorizes or approves the contract or transaction, or because the vote or votes
of common or interested directors are counted for that purpose, if the
circumstances specified in any of the following paragraphs exist:
(i) The fact of the common directorship, office or financial interest
is disclosed or known to the Board of Directors or committee and noted in
the minutes, and the board or committee authorizes, approves, or ratifies
the contract or transaction in good faith by a vote sufficient for the
purpose without counting the vote or votes of the common or interested
director or directors.
(ii) The fact of the common directorship, office or financial interest
is disclosed or known to the stockholders, and they approve or ratify the
contract or transaction in good faith by a majority vote of stockholders
holding a majority of the voting power. The votes of the common or
interested directors or officers must be counted in any such vote of
stockholders.
(iii) The fact of the common directorship, office or financial
interest is not disclosed or known to the director or officer at the time
the transaction is brought before the Board of Directors of the corporation
for action.
(iv) The contract or transaction is fair as to the corporation at the
time it is authorized or approved.
(B) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof that authorizes, approves, or ratifies a contract or transaction, and if
the votes of the common or interested directors are not counted at the meeting,
then a majority of the disinterested directors may authorize, approve, or ratify
a contract or transaction.
6.3 Indemnification of Officers, Directors, Employees and Agents;
Advancement of Expenses.
(A) The corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
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joint venture, trust, or other enterprise, against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit, or proceeding if
he acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with respect to any
criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
(B) The corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation. Indemnification
may not be made for any claim, issue, or matter as to which such a person has
been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that the court in
which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.
(C) To the extent that a director, officer, employee, or agent of
the corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subsections (A) and (B), or in
defense of any claim, issue, or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
(D) Any indemnification under subsections (A) and (B), unless
ordered by a court or advanced pursuant to subsection (E), must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances. The determination must be made:
(i) By the stockholders;
(ii) By the Board of Directors by majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding;
(iii) If a majority vote of a quorum consisting of directors who were
not parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(iv) If a quorum consisting of directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
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(E) The Articles of Incorporation, these Bylaws, or an agreement
made by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit, or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnelother than directors or officers may be entitled under any
contract or otherwise
by law.
(F) The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
Articles of Incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to subsection (B)
or for the advancement of expenses made pursuant to subsection (E), may not
be made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct,
fraud, or a knowing violation of the law and was material to the cause of
action.
(ii) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors, and
administrators of such a person.
ARTICLE VII
DIVIDENDS; FINANCE
7.1 Dividends. The Board of Directors from time to time may declare
and the corporation may pay dividends on its outstanding shares upon the terms
and conditions and in the manner provided by the Nevada Business Corporation Act
and the Articles of Incorporation.
7.2 Reserve Funds. The Board of Directors, in its discretion, may set
aside from time to time, out of the net profits or earned surplus of the
corporation, such sum or sums as it deems expedient as a reserve fund to meet
contingencies, for equalizing dividends, for maintaining any property of the
corporation, and for any other purpose.
7.3 Banking. The moneys of the corporation shall be deposited in the
name of the corporation in such bank or banks or trust company or trust
companies, as the Board of Directors shall designate, and may be drawn out only
on checks signed in the name of the corporation by such person or persons as the
Board of Directors, by appropriate resolution, may direct. Notes and commercial
paper, when authorized by the Board, shall be signed in the name of the
corporation by such officer or officers or agent or agents as shall be
authorized from time to time.
ARTICLE VIII
CONTRACTS, LOANS, AND CHECKS
8.1 Execution of Contracts. Except as otherwise provided by statute or by
these Bylaws, the Board of Directors may authorize any officer or agent of the
corporation to enter into any contract, or execute and deliver any instrument in
the name of, and on behalf of the corporation. Such authority may be
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general or confined to specific instances. Unless so authorized, no officer,
agent, or employee shall have any power to bind the corporation for any purpose,
except as may be necessary to enable the corporation to carry on its normal and
ordinary course of business.
8.2 Loans. No loans shall be contracted on behalf of the corporation
and no negotiable paper or other evidence of indebtedness shall be issued in its
name unless authorized by the Board of Directors.
When so authorized, any officer or agent of the corporation may effect loans and
advances at any time for the corporation from any bank, trust company, or
institution, firm, corporation, or individual. An agent so authorized may make
and deliver promissory notes or other evidence of indebtedness of the
corporation and may mortgage, pledge, hypothecate, or transfer any real or
personal property held by the corporation as security for the payment of such
loans. Such authority, in the Board of Directors' discretion, may be general or
confined to specific instances.
8.3 Checks. Checks, notes, drafts, and demands for money or other
evidence of indebtedness issued in the name of the corporation shall be signed
by such person or persons as designated by the Board of Directors and in the
manner prescribed by the Board of Directors.
8.4 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 IX
FISCAL YEAR
The fiscal year of the corporation shall be the year adopted by resolution
of the Board of Directors.
ARTICLE X
CORPORATE SEAL
The Board of Directors may 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
AMENDMENTS
Any Article or provision of these Bylaws may be altered, amended or
repealed, and new Bylaws may be adopted by a majority of the directors present
at any meeting of the Board of Directors of the corporation at which a quorum is
present.
ARTICLE XII
COMMITTEES
12.1 Appointment. The Board of Directors by resolution adopted by a
majority of the full Board, may designate one or more committees, which, to the
extent provided in the resolution or resolutions or in these Bylaws, have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation, and may have power to authorize the
seal of the corporation to be
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affixed to all papers on which the corporation desires to place a seal. The
designation of such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.
12.2 Name. The committee or committees must have such name or names as
may be stated in these Bylaws or as may be determined from time to time by
resolution adopted by the Board of Directors.
12.3 Membership. Each committee must include at least one director.
Unless the Articles of Incorporation or these Bylaws provide otherwise, the
board of directors may appoint natural persons who are not directors to serve on
committees.
12.4 Procedure. A committee shall elect a presiding officer from its
members and may fix its own rules of procedure which shall not be inconsistent
with these Bylaws. It shall keep regular minutes of its proceedings and report
the same to the Board of Directors for its information at the meeting thereof
held next after the proceedings shall have been taken.
12.5 Meetings. Regular meetings of a committee may be held without
notice at such time and places as the committee may fix from time to time by
resolution. Provisions relating to the call of special meetings, notice
requirements for special meetings, waiver of notice, quorum requirements
relating to meetings, and method of taking action by a committee, are provided
in Article IV hereof.
12.6 Vacancies. Any vacancy in a committee may be filled by a
resolution adopted by a majority of the full Board of Directors.
12.7 Resignations and Removal. Any member of a committee may be
removed at any time with or without cause by resolution adopted by a majority of
the full Board of Directors. Any member of a committee may resign from such
committee at any time by giving written notice to the President or Secretary of
the corporation, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
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CERTIFICATE
-----------
I hereby certify that the foregoing Bylaws, consisting of 20 pages,
including this page, constitute the Bylaws of Link2 Technologies, Inc. by the
Board of Directors of the corporation effective as of November 15, 2001
/s/ Robert Sawatsky
____________________________________________
Robert Sawatsky, President and Secretary
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