BYLAWS
OF
DIAGNOSTICS INTERNATIONAL, INC
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office
for the transaction of business of the corporation shall be
fixed or may be changed by approval of a majority of the
authorized Directors, and additional offices may be
established and maintained at such other place or places as
the Board of Directors may from time to time designate
Section 2. OTHER OFFICES. Branch or subordinate
offices, may at any time be established by the Board of
Directors at any place or places, where the Corporation is
qualified to do business.
ARTICLE II
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILTY OF BOARD OF DIRECTORS:
Subject to the provisions of applicable law and to any
limitations in the Articles of Incorporation of the
corporation relating to action required to be approved by
the Shareholders, or by the outstanding shares, the business
and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the
direction of the Board of Directors. The Board may delegate
the management of the day-to-day operation of the business
of the corporation to an executive committee or others,
provided that the business and affairs of the corporation
shall be managed and all corporation powers shall be
exercised under the ultimate direction of the Board.
Section 2. STANDARD OF CARE: Each Director shall
perform the duties of a Director, including the duties as a
member of any committee of the Board upon which the Director
may serve, in good faith, in a manner such Director believes
to be in the best interest of the corporation, and with such
care, including reasonable inquiry, as an ordinary prudent
person in a like position would use under similar
circumstances.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS:
The authorized number of Directors shall be three (3) until
changed by a duly adopted amendment to the Articles of
Incorporation, or by an amendment to this by-law adopted by
the vote or written consent of holders of a majority of the
outstanding shares entitled to vote.
Section 4. ELECTION AND TERM OF OFFICE OF
DIRECTORS: Directors shall be elected at each annual
meeting of the Shareholders to hold an office until the next
annual meeting. Each Director, including a Director elected
to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been
elected and qualified.
Section 5. VACANCIES. Vacancies in the Board of
Directors may be filled by a majority of the remaining
Directors, though less that a quorum, or by a sole remaining
Director, except that a vacancy created by the removal of a
Director by the vote or written consent of the Shareholders
or by court order may be filled only by the vote of a
majority of the shares entitled to vote represented at a
duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding
shares entitled to vote. Each Director so elected shall
hold office until the next annual meeting of the
Shareholders and until a successor has been elected and
qualified.
A vacancy or vacancies in the Board of Directors shall
be deemed to exist in the event of the death, resignation,
or removal of any Director, or if the Board of Directors by
resolution declares vacant the office of a Director who has
been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of
Directors is increased, or if the Shareholders fail, at any
meeting of Shareholders at which any Director or Directors
are elected, to elect the number of Directors to be voted
for at that meeting.
The Shareholders may elect a Director or Directors at
any time to fill any vacancy or vacancies not filled by the
Directors, but any such election by written consent shall
require the consent of a majority of the outstanding shares
entitled to vote.
Any Director may resign effective on giving written
notice to the chairman of the Board, the President, the
Secretary, or the Board of Directors, unless the notice
specifies a later time for that resignation to become
effective. If the resignation of a Director is Effective at
a future time, the Board of Directors may elect a successor
to take office when the resignation becomes effective.
No reduction of the authorized number of Directors
shall have the effect of removing any Director before that
Directors' term of office expires.
Section 6. REMOVAL OF DIRECTORS: Subject to
applicable law, the entire Board of Directors or any
individual Director may be removed from office. In such
case, the remaining Board members may elect a successor
Director to fill such vacancy for the remaining un-expired
term of the Director so removed.
Section 7. NOTICE, PLACE AND MANNER OF MEETINGS:
Meetings of the Board of Directors may be called by the
Chairman of the Board, or the President, or any Vice
President, or the Secretary, or any two (2) Directors and
shall be held at the principal executive office of the
corporation, unless some other place designated in the
notice of the meeting. Members of the Board may participate
in a meeting through use of a conference telephone or
similar communications equipment so long as all members
participating in such a meeting can hear one another.
Accurate minutes; of any meeting of the Board; or any
committee thereof, shall be maintained by the Secretary or
other Officer designated for that purpose.
Section 8. ORGANIZATIONAL MEETINGS. The
organizational meetings of the Board of Directors shall be
held immediately following the adjournment of the Annual
Meeting of the Shareholders.
Section 9. OTHER REGULAR MEETINGS: Regular
meetings of the Board of Directors shall be held at the
corporate offices, or such other place, as may be designated
by the Board of Directors, as follows:
Time of Regular Meeting: 9:00 A.M.
Date of Regular Meeting: Last Friday of every
month
If said day shall fall upon a holiday, such meetings
shall be held on the next succeeding business day
thereafter. No notice need be given of such regular
meetings.
Section 10. SPECIAL MEETINGS - NOTICE - WAIVERS:
Special meetings of the Board may be called at any time by
the President or, if he or she is absent or unable or
refuses to act, by any Vice President or the Secretary or by
any two (2) Directors, or by one (1) Director if only one is
provided.
At least forty-eight (48) hours notice of the time and
place of special meetings shall be delivered personally to
the Directors or personally communicated to them by a
corporate Officer by telephone or telegraph. If the notice
is sent to a Director by letter, it shall be addressed to
him or her at his or her address as it is shown upon the
records of the corporation, or if is not so shown on such
records or if not readily ascertainable, at the place in
which the meetings of the Directors are regularly held. In
case such notice is mailed, it shall be deposited in the
United Stated mail, postage prepaid, in the place in which
the principal executive officer of the corporation is
located at least four (4) days prior to the time of the
holding of the meeting. Such mailing, telegraphing,
telephoning or delivery as above provided shall be due,
legal and personal notice to such Director.
When all of the Directors are present at any Directors'
meeting, however, called or noticed, and either (i) sign a
written consent thereto on the records of such meeting, or,
(ii) if a majority of the Directors is present and if those
not present sign a waiver of notice of such meeting or a
consent to holding the meeting or an approval of the minute
thereof, whether prior to or after the holding of such
meeting, which said waiver, consent or approval shall be
filed with the Secretary of the corporation, or (iii) if a
Director attends a meeting without notice but without
protesting, prior thereto or at its commencement, the lack
of notice, then the transactions thereof are as valid as if
had at a meeting regularly called and noticed.
Section 11. DIRECTORS' ACTION BY UNANIMOUS
WRITTEN CONSENT: Any action required, or permitted to be
taken by the Board of Directors may be taken without a
meeting and with the same force and effect as if taken by a
unanimous vote of Directors, if authorized by writing signed
individually or collectively by all members of the Board.
Such consent shall be filed with the regular minutes of the
Board.
Section 12. QUORUM. A majority of the number of
Directors fixed by the Articles of Incorporation or By-Laws
shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the
Directors present at any meeting at which there is a quorum,
when duly assembled, is valid as a corporate act; provided
that a minority of the Directors, in the absence of a
quorum, may adjourn from time to time, but may not transact
any business. A meeting at which a quorum is initially
present may continue to transact business, notwithstanding
the withdrawal of Directors, if any action taken is approved
by a majority of the required quorum for such meeting.
Section 13. NOTICE OF ADJOURNMENT: Notice of the
time and place of holding an adjourned meeting need not be
given to absent Directors if the time and place be fixed at
the meeting adjourned and held within twenty-four (24)
hours, but if adjourned more than twenty-four (24) hours,
notice shall be given to all Directors nor present at the
time of the adjournment.
Section 14. COMPENSATION OF DIRECTORS:
Directors, as such, shall not receive any stated salary for
their services, but by resolution of the Board a fixed sum
and expense of attendance, if any, may be allowed for
attendance at each regular and special meeting of the Board;
provided that nothing herein contained shall be construed to
preclude any Director from serving the corporation in any
other capacity and receiving compensation therefore.
Section 15. COMMITTEES. Committees of the Board
may be appointed by resolution passed by a majority of the
whole Board. Committees shall be composed ot two (2) or
more members of the Board and shall have such powers of the
Board as may be expressly delegated to it by resolution of
the Board of Directors, except those powers expressly made
non-delegable by applicable law.
Section 16. ADVISORY DIRECTORS. The Board of
Directors from time to time may elect one or more persons to
be Advisory Directors who shall not by such appointment, be
members of the Board of Directors. Advisory Directors shall
be available from time to time to perform special
assignments specified by the President, to attend meetings
of the Board of Directors upon invitation and to furnish
consultation to the Board. The period; during which the
title shall be held; may be prescribed by the Board of
Directors. If no period is prescribed, the title shall be
held at the pleasure of the Board.
Section 17. RESIGNATIONS. Any Director may resign
effective upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board of
Directors of the Corporation, unless the notice specifies a
later time for the effectiveness of such resignation. If
the resignation is effective at a future, a successor may be
elected to take office when the resignation becomes
effective.
ARTICLE III
OFFICERS
Section 1. OFFICERS. The Officers of the
corporation shall be a President, a Secretary, and a Chief
Financial Officer. The corporation may also have, at the
discretion of the Board of Directors, a Chairman of the
Board, one or more Vice Presidents, one or more Assistant
Secretaries, or one or more Assistant Treasurers, and such
other Officers as may be appointed in accordance with the
provisions of Section 3 of this Article. Any number of
offices; may be held by the same person.
Section 2. ELECTION. The Officers of the
corporation except such Officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of
this Article, shall be chosen annually by the Board of
Directors, and shall hold office until he or she shall
resign or shall be removed or otherwise disqualified to
serve or a successor shall be elected and qualified.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of
Directors may appoint such Officers as the business of the
corporation may require, each of whom shall hold office for
such period, have such authority and perform such duties as
are provided by the By-Laws or as the Board of Directors may
from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS:
Subject to the rights, if any, of any Officer under any
contract of employment, any Officer may be removed, either
with or without cause, by the Board of Directors, at any
regular or special meeting of the Board, or except in case
of an Officer chosen by the Board of Directors by any
Officer upon whom such power of removal may be conferred by
the Board of Directors.
Any Officer may resign at any time by giving written
notice to the corporation. Any resignation shall take
effect at the date of the receipt of that notice or at any
later tome specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of
the corporation under any contract to which the Officer is a
party.
Section 5. VACANCIES. A vacancy in any office
because of death, resignation, removal disqualification or
any other cause shall be filed in the manner prescribed in
the By-Laws for regular appointment to that office.
Section 6. CHAIRMAN OF THE BOARD: The Chairman of
the Board, if such an officer be elected, shall, if present,
preside at meetings of the Board of Directors and exercise
and perform such other powers and duties as may be from time
to time assigned by the Board of Directors or prescribed by
the By-Laws. If there is no President, the Chairman of the
Board shall in addition be the Chief Executive Officer of
the corporation and shall have the powers and duties
prescribed in Section 7 of this Article.
Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER:
Subject to such supervisory powers, if any, as may be given
by the Board of Directors to the Chairman of the Board, if
there be such an Officer, the President shall be the Chief
Executive Officer of the corporation and shall, subject to
the control of the Board of Directors, have general
supervision, direction and control of the business and
Officers of the corporation. He or she shall preside at all
meetings of the Shareholders and in the absence of the
Chairman of the Board, or if there be none, at all meetings
of the Board of Directors. The President shall be ex
officio a member of all the standing committees, including
the Executive Committee, if any, and shall have the general
powers and duties of management, usually vested in the
office of President of a corporation, and shall have such
other powers and duties as may be prescribed by the Board of
Directors or the By-Laws.
Section 8. VICE PRESIDENT. In the absence or
disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board of Directors, or
if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President,
and when so acting shall have all the powers of, and be
subject to, all the restrictions upon, the President. The
Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for
them respectively by the Board of Directors or the By-Laws.
Section 9. SECRETARY. The Secretary shall keep,
or cause to be kept, a book of minutes at the principal
office or such other place as the Board of Directors may
order, of all meetings of Directors and Shareholders, with
the time and place of holding, whether regular or special,
and if special, how authorized, the notice thereof given,
the names of those present or represented at Shareholders'
meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation's
transfer agent, a share register, or duplicate share
register showing the names of the Shareholders and their
addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same, and
the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall give, or cause to be given; notice
of all the meetings of the Shareholders and of the Board of
Directors required by the By-Laws or by law to be given. He
or she shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors
or by the By-Laws.
Section 10. CHIEF FINANCIAL OFFICER: The Chief
Financial Officer shall keep and maintain, or cause to be
kept and maintained in accordance with generally accepted
accounting principles, adequate and correct accounts of the
properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus)
and shares. The books of accounts shall at all reasonable
times be open to inspection by any Director.
This Officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation
with such depositaries as may be designated by the Board of
Directors. He or she shall disburse the funds of the
corporation as may be ordered by the Board of Directors,
shall render to the President and the Board of Directors,
whenever they request it, an account of all of his or her
transactions and of the financial condition of the
corporation, and shall have such other powers and perform
such other duties as may be prescribed by the Board of
Directors or the By-Laws.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. PLACE OF MEETINGS. All meetings of
the shareholders shall be held at the principal executive
office of the corporation unless some other appropriate, and
convenient location, be designated for that purpose from
time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings
of the Shareholders shall be held, each year, at the time
and on the day following:
Time of Meeting: 10:00 A.M.
Date of Meeting: April 20th
If this day shall be a legal holiday, then the meeting
shall be held on the next succeeding business day, at the
same hour. At the annual meeting, the Shareholders shall
elect a Board of Directors, consider reports of the affairs
of the corporation and transact such other business as may
be properly brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of
the Shareholders may be called at any time by the Board of
Directors, the Chairman of the Board, the President, a V ice
President, the Secretary, or by one or more Shareholders
holding not less than one0tenth (1/10) of the voting power
of the corporation. Except as next provided, notice shall
be given as for the annual meeting.
Upon receipt of a written request addressed to the
Chairman, President, Vice President, of Secretary, mailed or
delivered personally to such Officer by any person (other
than the Board) entitled to call a special meeting of
Shareholders, such Officer shall cause notice to be given,
to the Shareholders entitled to vote, that a meeting will be
held at a time requested by the person or persons calling
the meeting, not less than thirty-five (35) nor more than
sixty (60) days after the receipt of such request. If such
notice is not given within twenty (20) days after receipt of
such request, the persons calling the meeting may give
notice thereof in the same manner provided by these By-Laws.
Section 4. NOTICE OF MEETINGS - REPORTS: Notice
of meetings, annual or special, shall be given in writing
not less than ten (10) nor more than sixty (60) days before
the date of the meeting to Shareholders entitled to vote
thereat. Such notice shall be given by the Secretary or the
Assistant Secretary, or if there be no such Officer, or in
the case of his of her neglect or refusal, by any Director
or Shareholder.
Such notices or any reports shall be given personally
or by mail and shall be sent to the Shareholder's address
appearing on the books of the corporation, or supplied by
him or her to the corporation for the purpose of the notice.
Notice of any meeting of Shareholders shall specify the
place, the day and the hour of meeting, and (1) in case of a
special meeting, the general nature of the business to be
transacted and no other business may be transacted, or (2)
in the case of an annual meeting, those matters which Board
at date of mailing, intends to present for action by the
Shareholders. At any meetings where Directors are to be
elected notice shall include the names of the nominees, if
any, intended at date of notice to be presented by
management for election.
If a Shareholder supplies no address, notice shall be
deemed to have been given if mailed to the place where the
principal executive office of the corporation is situated,
or published at least once in some newspaper of general
circulation in the County of said principal office.
Notice shall be deemed given at the time it is
delivered personally or deposited in the mail or sent by
other means of written communication. The Officer giving
such notice or report shall prepare and file and affidavit
or declaration thereof.
When a meeting is adjourned for forty-five (45) days or
more, notice of the adjourned meeting shall be given as in
case of an original meeting. Save, as aforesaid, if shall
not be necessary to give any notice of adjournment or of the
business to be transacted at an adjourned meeting other than
by announcement at the meeting at which said adjournment is
taken.
Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT
SHAREHOLDERS: The transactions of any meeting of
Shareholders, however called and notice, shall be valid as
through had meeting at a meeting duly held after regular
call and notice, if a quorum be present either in person or
by proxy, and if, either before or after the meeting, each
of the Shareholders entitled to vote, not present in person
or by proxy, sign a written waiver of notice, or a consent
to the holding of such meeting or an approval shall be filed
with the corporate records or made a part of the minutes of
the meeting. Attendance shall constitute a waiver of
notice, unless objection shall be made as provided in
applicable law.
Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING
- - DIRECTORS: Any action which may be taken at a meeting of
the Shareholders, may be taken without a meeting or notice
of meeting if authorized by a writing signed by all of the
Shareholders entitled to vote at a meeting for such purpose,
and filed with the Secretary of the corporation, provided,
further that while ordinarily Directors can be elected by
unanimous written consent, if the Directors fail to fill a
vacancy, then a Director fill that vacancy may be elected by
the written consent of persons holding a majority of shares
entitled to vote for the election of Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING:
Unless otherwise provided for under applicable law or the
Articles of Incorporation, any action which may be taken at
any annual or special meeting of Shareholders may be taken
without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, signed by the
holders of outstanding shares having not less than minimum
number of votes that would be necessary to authorize to take
such action at a meeting at which all shares entitled to
vote thereon were present and voted.
Unless the consents of all Shareholders entitled to
vote have been solicited in writing,
(1) Notice of any Shareholder approval without a meeting by
less than unanimous written consent shall be given at least
ten (10) days before the consummation of the action
authorized by such approval, and
(2) Prompt notice shall be given of the taking of any other
corporate action approved by Shareholders without a meeting
be less than unanimous written consent, to each of those
Shareholders entitled to vote who have not consented in
writing.
Any Shareholder giving a written consent, or the
Shareholder's proxy holders, or a transferee of the
shares of a personal representative of the Shareholder
or their respective proxy holders, may revoke the
consent by a writing received by the corporation prior
to the time that written consents of the number of
shares required to authorize the proposed action have
been filed with the Secretary of the corporation, but
may not do so thereafter. Such revocation is effective
upon its receipt by the Secretary of the corporation.
Section 8. QUORUM. The holder of a majority of
the shares entitled to vote thereat, present in person, or
represented by proxy, shall constitute a quorum at all
meetings of the Shareholders for the transaction of business
except as otherwise provided by law, by the Articles of
Incorporation, or by these By-Laws. If, however, such
majority shall not be present or represented at any meeting
of the Shareholders, the shareholders entitled to vote
thereat, present in person, or by proxy, shall have the
power to adjourn the meeting from time to time, until the
requisite amount of voting shares shall be present. At such
adjourned meeting at which the requisite amount of voting
shares shall be represented, any business may be transacted,
which might have been transacted at a meeting as originally
notified.
If a quorum is initially present, the Shareholders may
continue to transact business until adjournment,
notwithstanding the withdrawal of enough Shareholders to
leave less than a quorum, if any action taken is approved by
a majority of the Shareholders required to initially
constitute a quorum.
Section 9. VOTING. Only persons in whose names
shares entitled to vote stand on the stock records of the
corporation on the day of any meeting of Shareholders,
unless some other day be fixed by the Board of Directors for
the determination of Shareholders of record, and then on
such day other day, shall be entitled to vote at such
meeting.
Provided the candidate's name has been placed in
nomination prior to the voting and one or more Shareholders
has given notice at the meeting prior to the voting of the
Shareholder's votes intent to cumulate the Shareholder's
votes, every Shareholder entitled to vote at any election
for Directors of any corporation for profit may cumulate
their votes and give one candidate a number of votes equal
to the number of Directors to be elected multiplied by the
number of votes to which his or her shares are entitled to,
or distribute his or her votes on the same principle among
as many candidates as he or she thinks fit.
The candidates receiving the highest number of votes up
to the number of Directors to be elected are elected.
The Board of directors may fix a time in the future not
exceeding thirty (30) days preceding the date of any meeting
of Shareholders or the date fixed for the payment of any
dividend or distribution, or for the allotment of rights, or
when any change or conversion or exchange of shares shall go
into effect, as a record date for the determination of the
Shareholders entitled to notice of and to vote at any such
meeting, or entitled to receive any such dividend,
distributions, or any allotment of rights or to exercise the
rights in respect to any such change, conversion or exchange
of shares. In such case only Shareholders of record on the
date so fixed shall be entitled to notice of and to vote at
such meeting, to receive such dividends, distribution or
allotment of rights, or to exercise such rights, as the case
may be notwithstanding any transfer of any share on the
books of the corporation after any record date fixed as
aforesaid. The Board of Directors may close the books of
the corporation against transfers of shares during the whole
or any part of such period.
Section 10. PROXIES. Every Shareholder entitled
to vote, or to execute consents, may do so, either in person
or by written proxy, executed in accordance with the
provisions of applicable law filed with the Secretary of the
corporation.
Section 11. ORGANIZATION. The President, or in
the absence of the President, any Vice President, shall call
the meeting of the Shareholders to order, and shall act as
Chairman of the meeting. In the absence of the President
and all of the Vice Presidents, Shareholders shall appoint a
Chairman for such meeting. The Secretary of the corporation
shall act as Secretary of all meetings of the Shareholders,
but in the absence of the Secretary at any meeting of the
Shareholders, the presiding Officer may appoint any person
to act as Secretary of the meeting.
Section 12. INSPECTORS OF ELECTION: In advance of
any meeting of Shareholders, the Board of Directors may, if
they so elect, appoint inspectors of election to act at such
meeting or any adjournment thereof. If inspectors of
election be not so appointed, or if any persons so appointed
fail to appear or refuse to act, the chairman of any such
meeting may, and on the request of any Shareholder or his or
her proxy shall, make such appointment at the meeting in
which case the number of inspectors shall be either one (1)
or three (3) as determined by a majority of the Shareholders
represented at the meeting.
ARTICLE V
CERTIFICATES ANE TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES: Certificates
for shares shall be of such form and device as the Board of
Directors may designate and shall stated the name of the
record holder of the shares represented thereby; its number;
date of issuance; the number of shares for which is issued;
a statement of the rights, privileges preferences and
restriction, if any; a statement of liens or restrictions
upon transfer or voting, if any; if the shares be assessable
or, if assessments are collectable by personal action, a
plain statement of such facts.
All certificates shall be signed in the name of the
corporation by the Chairman of the Board, or Vice Chairman
of the Board, or the President or Vice President and by the
Chief Financial Officer, or an Assistant Treasurer or the
Secretary or any Assistant Secretary, certifying the number
of shares and the class or series of shares owned by the
Shareholder.
Any or all of the signatures on the certificate may be
facsimile. In case any Officer, transfer agent, or
registrar who has been signed or whose facsimile signature
has been placed on a certificate shall have ceased to be
that Officer, transfer agent, or registrar before that
certificate is issued, it may be issued by the corporation
with the same effect as if that person were an Officer,
transfer agent, or registrar at the date of issuance.
Section 2. TRANSFER ON THE BOOKS: Upon surrender
to the Secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a
new certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES:
Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that
fact and shall, if the Directors so require, give the
corporation a bond of indemnity, in form and with one or
more sureties satisfactory to the Board, in at least double
the value of the stock represented by said certificate,
whereupon a new certificate may be issued in the same tender
and for the same number of shares as the one alleged to be
lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The
Board of Directors may appoint one or more transfer agents
or transfer clerks, and one or more registrars which shall
be an incorporated bank or trust company, either domestic or
foreign, who shall be appointed at such times and places at
the requirements of the corporation may necessitate and the
Board of Directors may designate.
Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD
DATE. In order that the corporation may determine the
Shareholders entitled to notice of any meeting or to vote or
entitled to receive payment of any dividend or other
distribution or allotment of any rights or action, the Board
may fix, in advance, a record date, which shall not be more
than sixty (60) days before nor less that ten (10) days
prior to the date of such meeting nor more than sixty (60)
days prior to any other action.
If no record date is fixed; the record date for
determining Shareholders entitled to notice of or to vote at
a meeting of Shareholders shall be at the close of business
on the business day next preceding the day on which notice
is given or if notice is waived, at the close of business on
the business day next preceding the day on which the meeting
is held. The record date for determining Shareholders
entitled to give consent to corporate action in writing
without a meeting, when no prior action by the Board is
necessary, shall be the day on which the first written
consent is given.
The record date for determining Shareholders for any
other purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto,
or the sixtieth (60) day prior to the date of such other
action, whichever is later.
ARTICLE VI
RECORDS - REPORTS - INSPECTION
Section 1. RECORDS. The corporation shall
maintain, in accordance with generally accepted accounting
principles, adequate and correct accounts, books and records
of its business and properties. All of such books, records
and accounts shall be kept at its principal executive office
as fixed by the Board of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS: All
books and records shall be open to inspection of the
Directors and Shareholders from time to time and in the
manner provided under applicable law.
Section 3. CERTIFICATION AND INSPECTION OF BY-
LAWS: The original or a copy of these By-Laws, as amended
or otherwise altered to a date, certified by the Secretary,
shall be kept at the corporation's principal executive
office and shall be open to inspection by the Shareholders
at all reasonable times during office hours.
Section 4. CHECKS, DRAFTS, ETC. All checks,
drafts, or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable
to the corporation, shall be signed or endorsed by such
person or persons and in such manner as shall be determined
from time to time by the Board of Directors.
Section 5. CONTRACT, ETC. - HOW EXECUTED. The
Board of Directors, except as in the By-Laws otherwise
provided, may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute any instrument
in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances.
Unless so authorized by the Board of Directors, no Officer,
agent or employee shall have any power or authority to bind
the corporation by any contract or agreement, or to pledge
its credit, or to render it liable for any purpose or to any
amount except as may be provided under applicable law.
ARTICLE VII
ANNUAL REPORTS
Section 1. REPORT TO SHAREHOLDERS, DUE DATE: The
Board of Directors shall cause an annual report to be sent
to the Shareholders not later than one hundred twenty (120)
days after the close of the fiscal or calendar year adopted
by the corporation. This report shall be sent at least
fifteen (15) day before the annual meeting of Shareholders
to be held during the next fiscal year and in the manner
specified in Section 4 of the Article IV of these By-Laws
for giving notice to Shareholders of the corporation. The
annual report shall contain a balance sheet as of the end of
the fiscal year and an income statement and statement of
changes in financial position for the fiscal year,
accompanied by any report of independent accountants or, if
there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared
without audit from the books and records of the corporation.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 1. AMENDMENT BY SHAREHOLDERS: New By-
Laws may be adopted or these By-Laws may be amended or
repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote;
provided, however, that if the Articles of Incorporation of
the corporation set forth the number of authorized Directors
of the corporation, the authorized number of Directors may
be changed only by an amendment of the Article of
Incorporation.
Section 2. POWERS OF DIRECTORS: Subject to the
right of the Shareholders to adopt, amend or repeal By-Laws,
as provided in Section 1 of this Article VIII, and the
limitations, if any, under law, the Board of Directors may
adopt, amend or repeal any of these By-Laws other than a By-
Law or amendment thereof changing the authorized number of
Directors.
Section 3. RECORD OF AMENDMENTS: Whenever an
amendment or new By-Law is adopted, it shall be copied in
the book of By-Laws with the original By-Laws, in the
appropriate place. If any By-Law is repealed, the fact of
repeal with the date of the meeting at which the repeal was
enacted or written assent was filed shall be stated in said
book.
ARTICLE IX
CORPORATE SEAL
Section 1. Seal. The corporate seal shall be
circular in form, and shall have inscribed thereon the name
of the corporation, the date and State of incorporation.
ARTICLE X
MISCELLANEOUS
Section 1. REPRESENTATION OF SHARES IN OTHER
CORPORATIONS: Shares of other corporations standing in the
name of this corporation may be voted or represented: and
all incidents thereto; may be exercised on behalf of the
corporation by the Chairman of the Board, the President, or
any Vice President and the Secretary or an Assistant
Secretary.
Section 2. SUBSIDIARY CORPORATIONS. Shares of
this corporation owned by a subsidiary shall not be entitled
to vote on any matter. A subsidiary for these purposes is
defined as a corporation, the shares of which possessing
more than 25% of the total combined voting power of all
classes of shares entitled to vote, are owned directly or
indirectly through one (1) or more subsidiaries.
Section 3. INDEMNITY. Subject to applicable law,
the corporation may indemnify any Director, Officer, agent
or employee as to those liabilities and on those terms and
conditions as appropriate. In any event, the corporation
shall have the right to purchase and maintain insurance on
behalf of any such persons whether or not the corporation
would have the power to indemnify such persons against the
liability insured against.
Section 4. ACCOUNTING YEAR. The accounting year
of the corporation shall be fixed by resolution of the Board
of Directors.