EXHIBIT 3.1
AMENDED AND RESTATED BYLAWS
of
GASCO ENERGY, INC.
A Nevada Corporation
ARTICLE I
Offices
Section 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The Board of Directors
shall fix the location of the principal executive office of the corporation at
any place within or outside the State of Nevada. If the principal executive
office is located outside Nevada and the corporation has one or more business
offices in Nevada, the Board of Directors shall fix and designate a principal
business office in Nevada.
Section 2. OTHER OFFICES. Branch or subordinate offices may be established
at any time and at any place by the Board of Directors.
ARTICLE II
Meetings of Shareholders
Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any
place within or outside the State of Nevada designated by the Board of
Directors. in the absence of a designation by the board, shareholders' meetings
shall be held at the corporation's principal executive office.
Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held
each year on a date and at a time designated by the Board of Directors.
The date so designated shall be as soon as practicable after the end of the
Corporation's fiscal year so as to permit the corporation to comply with all
applicable state corporate law provisions and proxy rules of the Securities and
Exchange Commission, including sending an annual report with audited financial
statements for the fiscal year just completed together with the notice of the
meeting.
At each annual meeting, Directors shall be elected and any other proper
business within the power of the shareholders may be transacted.
Section 3. SPECIAL MEETINGS. A special meeting of the shareholders for any
purpose or purposes may be called at any time by the board of directors, and
shall be called by the President or any Vice President at (a) the request in
writing of a majority of the Board, or (b) at the written demand, delivered to
the Secretary, of shareholders holding of record not less than 60% of the number
of shares of the Corporation at the time outstanding and entitled to vote with
respect to the business to be transacted at such meeting. All requests or
demands for special meetings shall state the purpose or purposes thereof, and
the business transacted at such meeting shall be confined to the purposes stated
in the call and matters germane thereto.
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Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with the
requirements of Section 5 of this Article II and shall not be fewer than 10 or
more than 60 days before the date of the meeting. Shareholders entitled to
notice shall be determined in accordance with the provision of Section 11 of
this Article II. The notice shall specify the place, date, and hour of the
meeting, and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters that the Board of Directors, at the time of giving the notice, intends
to present for action by the shareholders. If Directors are to be elected, the
notice shall include the names of all nominees whom the Board intends, at the
time of notice, to present for election.
The notice shall also state the general nature of any proposed action to be
taken at the meeting to approve any of the following matters:
(i) A transaction in which a Director has a financial interest;
(ii) An amendment of the Articles of Incorporation;
(iii) A reorganization;
(iv) A voluntary dissolution; or
(v) A distribution in dissolution that requires approval of the
outstanding shares.
Section 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any
shareholders' meeting shall be given either personally or by first-class mail or
telegraph or other written communication, charges prepaid, addressed to the
shareholder at the address appearing on the corporation's books or given by the
shareholder to the corporation for purposes of notice. If no address appears on
the corporation's books or has been given as specified above, notice shall be
either (1) sent by first-class mail addressed to the shareholder at the
corporation's principal executive office, or (2) published at least once in a
newspaper of general circulation in the country where the corporation's
principal executive office is located. Notice is deemed to have been given at
the time when delivered personally or deposited in the mail or sent by other
means of written communication.
If any notice or report mailed to a shareholder at the address appearing on
the corporation's books is returned marked to indicate that the United States
Postal Service is unable to deliver the document to the shareholder at that
address, all future notices or reports shall be deemed to have been duly given
without further mailing if the corporation holds the document available for the
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shareholder on written demand at the corporation's principal executive office
for a period of one year from the date the notice or report was given to all
other shareholders.
An affidavit of the mailing, or other authorized means of giving notice or
delivering a document, of any notice of shareholders' meeting, report, or other
document sent to shareholders, may be executed by the corporation's Secretary,
Assistant Secretary, or transfer agent, and, if executed, shall be filed and
maintained in the minute book of the corporation.
Section 6. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of the shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
Section 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the shares represented at that meeting, either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in Section 6 of this Article II.
When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice of the adjourned meeting need not be given if the
time and place are announced at the meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than 45 days from the date set for the original meeting,
in which the Board of Directors shall set a new record date. Notice of any such
adjourned meeting, if required, shall be given to each shareholder of record
entitled to vote at the adjourned meeting, in accordance with the provisions of
Sections 4 and 5 of this Article II. At any adjourned meeting, the corporation
may transact any business that might have been transacted at the original
meeting.
Section 8. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 11
of this Article II. The shareholders' vote may be by voice vote or by ballot,
provided, however, that any election for Directors must be by ballot if demanded
by any shareholder before the voting has begun. On any matter other than the
election of Directors, any shareholder may vote part of the shares the
shareholder is to vote in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but if the shareholder fails
to specify the number of shares that the shareholder is voting affirmatively, it
will be conclusively presumed that the shareholder's approving vote is with
respect to all shares that the shareholder is entitled to vote. If a quorum is
present (or if a quorum has been present earlier at the meeting but some
shareholders have withdrawn), the affirmative vote of a majority of the shares
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represented and voting, provided such shares voting affirmatively also
constitute a majority of the number of shares required for a quorum, shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or by the Articles of Incorporation.
No cumulative voting, on any matter to which shareholders shall be entitled
to vote, shall be allowed for any purpose.
Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed and wherever held, shall be as valid as though they were had
at a meeting duly held after regular call and notice, if a quorum is present
either in person or by proxy, and if each person entitled to vote who was not
present in person or by proxy, either before or after the meeting, signs a
written waiver of notice or a consent to holding the meeting or an approval of
the minutes of the meeting.
A shareholder's attendance at a meeting also constitutes a waiver of notice
of that meeting, unless the shareholder at the beginning of the meeting objects
to the transaction of any business on the ground that the meeting was not
lawfully called or convened. In addition, attendance at a meeting does not
constitute a waiver of any right to object to consideration of matters required
by law to be included in the notice of the meeting which were not so included,
if that objection is expressly made at the meeting.
Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action that could be taken at an 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, is signed by the holders of all of the shares
entitled to vote thereon.
All consents shall be filed with the Secretary of the corporation and shall
be maintained in the corporate records. Any shareholder or other authorized
person who has given a written consent may revoke it by a writing received by
the Secretary of the corporation before written consents required to authorize
the proposed action have been filed with the Secretary.
Section 11. RECORD DATE FOR SHAREHOLDER NOTICE OF MEETING VOTING, AND
GIVING CONSENT.
(a) For purposes of determining the shareholders entitled to receive
notice of and vote at a shareholders' meeting or give written consent to
corporate action without a meeting, the Board may fix in advance a record date
that is not more than 60 nor less than 10 days before the date of a
shareholders' meeting, or not more than 60 days before any other action.
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(b) If no record date is fixed:
(i) The record date for determining shareholders entitled
to receive notice of and vote at a shareholders'
meeting shall be the business day next preceding the
day on which notice is given, or if notice is waived
as provided in Section 9 of this Article II, the
business day next preceding the day on which the
meeting is held.
(ii) The record date for determining shareholders entitled
to give consent to corporate action in writing
without a meeting, if no prior action has been taken
by the Board, shall be the day on which the first
written consent is given.
(iii) The record date for determining shareholders for any
other purpose shall be as set forth in Section 1 of
Article VIII of these bylaws.
(c) A determination of shareholders of record entitled to receive
notice of and vote at a shareholders' meeting shall apply to any adjournment of
the meeting unless the Board fixes a new record date for the adjourned meeting.
However, the Board shall fix a new record date if the adjournment is to a date
more than 45 days after the date set for the original meeting.
(d) Only shareholders of record on the corporation's books at the close
of
business on the record date shall be entitled to any of the notice and voting
rights listed in subsection (a) of this section, notwithstanding any transfer of
shares on the corporation's books after the record date, except as otherwise
required by law.
Section 12. PROXIES. Every person entitled to vote for Directors or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the Secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the
shareholder's attorney in fact. A validly executed proxy that does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the corporation stating that the proxy is revoked, or by
attendance at the meeting and voting in person by the person executing the proxy
or by as subsequent proxy executed by the same person and presented at the
meeting; or (ii) written notice of the death or incapacity of the maker of that
proxy is received by the corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the expiration of
6 months from the date of the proxy, unless coupled with an interest. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by NRS 78.355.
Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders,
the Board of Directors may appoint any person other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the Chair of the meeting may, and on
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the request of any shareholder or a shareholder's proxy shall appoint Inspectors
of Election at the meeting. The number of Inspectors shall be either one or
three. If the Inspectors are appointed at the meeting on the request of one or
more shareholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one or three Inspectors
are to be appointed. If any person appointed as Inspector fails to appear or
fails or refuses to act, the Chair of the meeting may, and upon the request of
any shareholder or shareholder's proxy shall, appoint a person to fill in that
vacancy.
These Inspectors shall: (a) determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect or proxies;
(b) receive votes, ballots, or consents; (c) hear and determine all challenges
and questions in any way arising in connection with the right to vote; (d) count
and tabulate all votes or consents; (e) determine when the polls shall close;
(f) determine the result; and (g) do any other acts that may be proper to
conduct the election or vote with fairness to all shareholders.
Section 14. NOTICE OF STOCKHOLDR BUSINESS AND NOMINATIONS.
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting
of stockholders only (A) pursuant to the Corporation's notice of
meeting (or any supplement thereto), (B) by or at the direction
of the Board of Directors or (C) by any stockholder of the
Corporation who was a stockholder of record of the Corporation at
the time the notice provided for in this Section 14 is delivered
to the Secretary of the Corporation, who is entitled to vote at
the meeting and who complies with the notice procedures set forth
in this Section 14.
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (C)
of paragraph (a)(1) of this Section 14, the stockholder must have
given timely notice thereof in writing to the Secretary of the
Corporation and any such proposed business other than the
nominations of persons for election to the Board of Directors
must constitute a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation
not later than the close of business on the ninetieth day nor
earlier than the close of business on the one hundred twentieth
day prior to the first anniversary of the preceding year's annual
meeting (provided, however, that in the event that the date of
the annual meeting is more than thirty days before or more than
seventy days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of
business on the one hundred twentieth day prior to such annual
meeting and not later than the close of business on the later of
the ninetieth day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of
such meeting is first made by the Corporation). For purposes of
the first annual meeting of stockholders of the Corporation held
after 2001, the first anniversary of the 2001 annual meeting
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shall be deemed to be March 31, 2002. In no event shall the
public announcement of an adjournment or postponement of an
annual meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth: (A) as to each
person whom the stockholder proposes to nominate for election as
a director (i) all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors in an election contest, or is otherwise required, in
each case pursuant to and in accordance with Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and (ii) such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected; (B) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the text of
the proposal or business (including the text of any resolutions
proposed for consideration and in the event that such business
includes a proposal to amend the Bylaws of the Corporation, the
language of the proposed amendment), the reasons for conducting
such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (C) as to the stockholder
giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the class and number of
shares of capital stock of the Corporation which are owned
beneficially and of record by such stockholder and such
beneficial owner, (iii) a representation that the stockholder is
a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at
the meeting to propose such business or nomination, and (iv) a
representation whether the stockholder or the beneficial owner,
if any, intends or is part of a group which intends (A) to
deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the Corporation's outstanding capital
stock required to approve or adopt the proposal or elect the
nominee and/or (B) otherwise to solicit proxies from stockholders
in support of such proposal or nomination. The foregoing notice
requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the Corporation of his or her intention
to present a proposal at an annual meeting in compliance with
Rule 14a-8 (or any successor thereof) promulgated under the
Exchange Act and such stockholder's proposal has been included in
a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting. The Corporation may
require any proposed nominee to furnish such other information as
it may reasonably require to determine the eligibility of such
proposed nominee to serve as a director of the Corporation.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 14 to the contrary, in the event
that the Board of Directors proposes to increase the number of
directors to be elected to the Board of Directors of the
Corporation at an annual meeting and there is no public
announcement by the Corporation naming the nominees for the
additional directorships at least one hundred days prior to the
first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Section 14 shall also be
considered timely, but only with respect to nominees for the
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additional directorships, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following
the day on which such public announcement is first made by the
Corporation.
(b) Special Meetings of Stockholders.
Only such business shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant to the Corporation's
notice of meeting. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (1) by or at the
direction of the Board of Directors or (2) provided that the Board of Directors
has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time the
notice provided for in this Section 14 is delivered to the Secretary of the
Corporation, who is entitled to vote at the meeting and upon such election and
who complies with the notice procedures set forth in this Section 14. In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
entitled to vote in such election of directors may nominate a person or persons
(as the case may be) for election to such position(s) as specified in the
Corporation's notice of meeting, if the stockholder's notice required by
paragraph (a)(2) of this Section 14 shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the one hundred twentieth day prior to such special meeting and not
later than the close of business on the later of the ninetieth day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 14 shall be eligible to be elected at
an annual or special meeting of stockholders of the Corporation to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Section 14. Except as otherwise
provided by law, the chairman of the meeting shall have the power and duty
(A) to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 14 (including
whether the stockholder or beneficial owner, if any, on whose behalf the
nomination or proposal is made solicited (or is part of a group which
solicited) or did not so solicit, as the case may be, proxies in support of
such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (a)(2)(C)(iv) of this
Section 14) and (B)
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if any proposed nomination or business was not made or proposed in compliance
with this Section 14, to declare that such nomination shall be disregarded or
that such proposed business shall not be transacted. Notwithstanding the
foregoing provisions of this Section 14, if the stockholder (or a qualified
representative of the stockholder) does not appear at the annual or special
meeting of stockholders of the Corporation to present a nomination or business,
such nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been
received by the Corporation.
(2) For purposes of this Section 14, "public announcement" shall
include disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 14, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 14. Nothing in this Section 14 shall be
deemed to affect any rights (A) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act or (B) of the holders of any series of Preferred Stock to
elect directors pursuant to any express applicable provisions of the
certificate of incorporation.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the Nevada General
Corporation Law and any limitations in the Articles of Incorporation and these
Bylaws 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.
Without prejudice to these general powers, and subject to the same
limitations, the Board of Directors shall have the power to:
(a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the Articles of Incorporation, and with these Bylaws; fix their
compensation; and require from them security for faithful service.
(b) Change the principal executive office or the principal business
office in the State of Nevada from one location to another; cause the
corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or outside the State of
Nevada; and designate any place within or outside the State of Nevada for
holding any shareholders' meeting or meetings, including Annual Meetings.
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(c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.
(d) Authorize the issuance of shares of stock of the corporation on any
lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities canceled, or tangible or intangible property
actually received.
(e) Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.
Section 2. NUMBER OF DIRECTORS. The number of Directors shall be no
fewer than one (1) nor more than nine (9). The exact number of authorized
Directors shall be eight (8) until changed, within the limits specified above,
by a Bylaw amending this section, duly adopted by the Board of Directors, or the
shareholders. The maximum or minimum number of Directors cannot be changed, nor
can a fixed number be substituted for the maximum and minimum numbers, except by
a duly adopted amendment to the Articles of incorporation or by an amendment to
this Bylaws duly adopted by a majority of the outstanding shares entitled to
vote. However, once shares have been issued to more than two (2) shareholders,
an amendment that would reduce the authorized number of Directors to a number
fewer than five (5) cannot be adopted if the votes cast against its adoption at
a shareholders' meeting or the shares not consenting to an action by written
consent are equal to more than one-sixth (16 2/3%) of the outstanding shares
entitled to vote.
Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each Annual Meeting of the shareholders to hold office until the next
Annual Meeting. Each Director, including a Director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.
No reduction of the authorized number of Directors shall have the
effect of removing any Director before that Director's term of office expires.
Section 4. VACANCIES. A vacancy in the Board of Directors shall be
deemed to exist: (a) if a Director dies, resigns, or is removed by the
shareholders or an appropriate court, as provided in NRS 78.335 and 78.345; (b)
if the Board of Directors declares vacant the office of a Director who has been
convicted of a felony or declared of unsound mind by an order of court; (c) if
the authorized number of Directors is increased; or (d) if at any shareholders'
meeting at which one or more Directors are elected the shareholders fail to
elect the full authorized number of Directors to be voted for at that meeting.
Any Director may resign effective on giving written notice to the Chair
of the Board, the President, the Secretary, or the Board of Directors, unless
the notice specifies a later effective date. If the resignation is effective at
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a future time, the Board may elect a successor to take office when the
resignation becomes effective.
Except for a vacancy caused by the removal of a Director, vacancies on
the Board may be filled by approval of the Board or, if the number of Directors
then in office is less than a quorum, by (1) the unanimous written consent of
the Directors then in office, (2) the affirmative vote of a majority of the
Directors then in office at a meeting held pursuant to notice of waives of
notice complying with NRS 78.370 and & 78.375, or (3) a sole remaining Director.
A vacancy on the Board caused by the removal of a Director may be filled only by
the shareholders, except that a vacancy created when the Board declares the
office of a Director vacant as provided in clause (b) of the first paragraph of
this section of the Bylaws may be filled by the Board of Directors.
The shareholders may elect a Director at any time to fill a vacancy not
filled by the Board of Directors.
The term of office of a Director elected to fill a vacancy shall run
until the next annual meeting of the shareholders, and such a Director shall
hold office until a successor is elected an qualified.
Section 5. PLACE OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of
the Board of Directors may be held at any place within or outside the State of
Nevada as designated from time to time by the Board. in the absence of a
designation, regular meetings shall be held at the principal executive office of
the corporation. Special meetings of the Board shall be held at any place within
or outside the State of Nevada designated in the notice of the meeting, or if
the notice does not state a place, or if there is no notice, at the principal
executive office of the corporation. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, provided that
all Directors participating can hear one another.
Section 6. ANNUAL DIRECTORS' MEETING. Immediately after each annual
shareholders' meeting, the Board of Directors shall hold a regular meeting at
the same place, or at any other place that has been designated by the Board of
Directors, to consider matters of organization, election of officers, and other
business as desired. Notice of this meeting shall not be required unless some
place other than the place of the annual shareholders' meeting has been
designated.
Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board
of Directors shall be held without call at any times to be fixed by the Board of
Directors from time to time. Such regular meetings may be held without notice.
Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called for any purpose or purposes at any time by the Chair of the Board,
the President, any Vice President, the Secretary, or any two Directors.
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Special meetings shall be held on four days' notice by mail or
forth-eight hours' notice delivered personally or by telephone or telegraph.
Oral notice given personally or by telephone may be transmitted either to the
Director or to a person at the Director's office who can reasonably be expected
to communicate it promptly to the Director. Written notice, if used, shall be
addressed to each Director at the address shown on the corporation's records.
The notice need not specify the purpose of the meeting, nor need it specify the
place if the meeting is to be held at the principal executive offices of the
corporation.
Section 9. QUORUM. A majority of the authorized number of Directors
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the Directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors.
Section 10. WAIVER OF NOTICE. Notice of a meeting, although otherwise
required, need not be given to any Director who (i) either before or after the
meeting signs a waiver of notice or a consent to holding the meeting without
being given notice; (ii) signs an approval of the minutes of the meeting; or
(iii) attends the meeting without protesting the lack of notice before at the
beginning of the meeting. Waivers of notice or consents need not specify the
purpose of the meeting. All waivers, consents, and approvals of the minutes
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a
quorum is present, a majority of the Directors present may adjourn any meeting
to another time or place.
Section 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place
of resuming a meeting that has been adjourned need not be given unless the
adjournment is for more than 24 hours, in which case notice shall be given,
before the time set for resuming the adjourned meeting, to the Directors who
were not present at the time of the adjournment. Notice need not be given in any
case to Directors who were present at the time of adjournment.
Section 13. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board of Directors individually or collectively consent in
writing to that action. Any action by written consent shall have the same force
and effect as a unanimous vote of the Board of Directors. All written consents
shall be filed with the minutes of the proceedings of the Board of Directors.
Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members
of committees of the Board may be compensated for their services, and shall be
reimbursed for expenses, as fixed or determined by resolution of the Board of
Directors. This section shall not be construed to preclude any Director from
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serving the corporation in any other capacity, as an officer, agent, employee,
or otherwise, and receiving compensation for those services.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF THE BOARD. The board of Directors may, by
resolution adopted by a majority of the authorized number of Directors,
designate one or more committees, each consisting of two or more Directors. The
Board may designate one or more Directors as alternate members of any committee,
to replace any absent member at a committee meeting. The appointment of
committee members or alternate members requires the vote of a majority of the
authorized number of Directors. A committee may be granted any or all of the
powers and authority of the Board in the management of the business and affairs
of the corporation.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, Bylaw
provisions applicable to meetings and actions of the Board of Directors, as
provided in Section 5 and Sections 7 through 13 of Article III of these Bylaws,
as to the following matters: place of meetings; regular meetings; special
meetings and notice; quorum; waiver of notice; adjournment; notice of
adjournment; and action without meeting, with such changes in the context of
these Bylaws as are necessary to substitute the committee and its members for
the Board of Directors and its members, except that (a) the time of regular
meetings of committees may be determined either by resolution of the Board of
Directors or by resolution of the committee; (b) special meetings of committees
may also be called by resolution of the Board of Directors; and (c) notice of
special meetings of committees shall also be given to all alternative members
who shall have the right to attend all meetings of the committee. The Board of
Directors may adopt rules for the governance of any committee not inconsistent
with these Bylaws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a
President, a Secretary, and a Treasurer. The corporation may also have, at the
discretion of the Board of Directors, a Chair of the Board, one or more vice
Presidents, one or more Assistant Secretaries, a Chief Financial Officer, on or
more Assistant Treasurers, and such other officers as may be appointed in
accordance with Section 3 of this Article. Any number of offices may be held by
the same person.
Section 2. APPOINTMENT OF OFFICERS. The officers of the corporation,
except for subordinate officers appointed in accordance with Section 3 of this
Article V, shall be appointed by the Board of Directors, and shall serve at the
pleasure of the Board of Directors.
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Section 3. SUBORDINATE OFFICERS. The Board of Directors may
appointment, and may empower the chair to appoint other offices as required by
the business of the corporation, whose duties shall be as provided in the
Bylaws, or as determined from time to time by the Board of Directors or the
Chair.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by
the Board of Directors may be removed at any time, with or without cause or
notice, by the Board of Directors. Subordinate officers appointed by persons
other than the Board under Section 3 of the Article may be removed at any time,
with or without cause or notice, by the Board of Directors or by the officer by
whom appointed. Offices may be employed for a specified term under a contract of
employment if authorized by the Board of Directors; such officers may be removed
from office at any time under this section, and shall have no claim against the
corporation or individual officers or Board members because of the removal
except any right to monetary compensation to which the officer may be entitled
under the contract of employment.
Any officer may resign at any time by giving written notice to the
corporation. Resignations shall take effect on the date of receipt of the
notice, unless a later time is specified in the notice. Unless otherwise
specified in the notice, acceptance of the resignation is not necessary to make
it effective. Any resignation is without prejudice to the rights, if any, of the
corporation to monetary damages under any contract of employment to which the
officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office resulting from
an officer's death, resignation, removal, disqualification, or from any other
cause shall be filled in the manner prescribed in these Bylaws for regular
election or appointment to that office.
Section 6. CHAIR OF THE BOARD. The Board of Directors may elect a
Chair, who shall preside, if present, at Board meetings and shall exercise and
perform such other powers and duties as may be assigned from time to time by the
Board of Directors.
Section 7. PRESIDENT. Except to the extent that the Bylaws or the Board
of Directors assign specific powers and duties to the Chair of the Board (if
any), the President shall be the corporation's general manager and Chief
Executive Officer and, subject to the control of the Board of Directors, shall
have general supervision, direction, and control over the corporation's business
and its officers. The managerial powers and duties of the President shall
include, but are not limited to, all the general powers and duties of management
usually vested in the office of President of a corporation, and the President
shall have other powers and duties as prescribed by the Board of Directors of
the Bylaws. The President shall preside at all meetings of the shareholders and,
in the absence of the Chair of the Board or if there is no Chair of the Board,
shall also preside at meeting of the Board of Directors.
Section 8. CHAIR OF THE BOARD. The Chair 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
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time to time assigned by the Board of Directors or prescribed by the By-laws. If
there is no President, the Chair 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 the Article V.
Section 9. VICE PRESIDENTS. If desired, on or more Vice Presidents may
be chosen by the Board of Directors in accordance with the provisions for
appointing officers set forth in Section 2 of this Article V. In the absence of
disability of the president, the President's duties and responsibilities shall
be carried out by the highest ranking available Vice President if Vice
Presidents are ranked, or if not, by aVice President designated by the Board of
Directors. When so acting, a Vice President shall have all the powers of and be
subject to all the restrictions on the President. Vice Presidents of the
corporation shall have such other powers and perform such other duties as
prescribed form time to time by the Board of Directors, the Bylaws, or the
President (or Chair of the Board if there is no President).
Section 10. SECRETARY.
(a) Minutes.
The Secretary shall keep, or cause to be kept, minutes of all
of the shareholders' meetings and all other Board meetings. If the Secretary is
unable to be present, the Secretary or the presiding officer of the meeting
shall designate another person to take the minutes of the meeting.
The Secretary shall keep, or cause to be kept, at the principal
executive office or such other place as designated by the Board of Directors, a
Book of Minutes of all meetings and actions of the shareholders, of the Board of
Directors, and of committees of the Board. The minutes of each meeting shall
state the time and place the meeting was held; whether it was regular or
special; if special, how it was called or authorized; the names of Directors
present at Board of committee meetings; the number of shares present or
represented at Shareholders' meetings; an accurate account of the proceedings;
and when it was adjourned.
(b) Record of Shareholders.
The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the transfer agent or registrar, a record
or duplicate record of shareholders. This record shall show the names of all
shareholders and their addresses, the number and classes of shares held by each,
the number and date of share certificates issued to each shareholder, and the
number and date of cancellation of any certificates surrendered for
cancellation.
(c) Notice of Meetings.
The Secretary shall give notice, or cause notice to be given, of all
shareholders' meetings, Board meetings, and meetings of committees of the Board
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for which notice is required by statute or by the Bylaws. If the Secretary of
other person authorized by the Secretary to give notice fails to act, notice of
any meeting may be given by any other officer of the corporation.
(d) Other duties.
The Secretary shall keep the seal of the corporation, if any, in safe
custody. The Secretary shall have such other powers and perform other duties as
prescribed by the Board of Directors or by the Bylaws.
Section 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep, or cause to be kept, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any Director.
The Chief Financial Officer shall (1) deposit corporate funds and other
valuables in the corporation's name and to its credit with depositaries
designated by the Board of Directors; (2) make disbursements of corporate funds
as authorized by the Board; (3) render a statement of the corporation's
financial condition and an account of all transactions conducted as Chief
Financial Officer whenever requested by the Chair, the President or the Board of
Directors; and (4) have other powers and perform other duties as prescribed by
the Board of Directors or the bylaws.
Unless the Board of Directors has elected a separate Treasurer, the
Chief Financial Officer shall be deemed to be the treasurer for purposes of
giving any reports or executing any certificates or other documents.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this
Article, "agent" means any person who is or was a Director, officer, employee,
or other agent of this corporation, or who is or was serving at the request of
this corporation as a Director, officer, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise,
or who was a Director, officer, employee, or agent of a foreign or domestic
corporation that was a predecessor corporation; "proceeding" means any
threatened, pending, or competed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes, without limitation,
attorney fees and any expenses of establishing a right to indemnification under
Section 4 or Section 5(d) of this Article VI.
Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any proceeding (other than an action by or in
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the right of this corporation to procure a judgment in its favor) by reason of
the fact that such person is or was an agent of this corporation, against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connecting with such proceeding if that person acted in
good faith and n a manner that the person reasonably believed to be in the best
interests of this corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of that person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner that the
person reasonably believed to be in the best interests of this corporation or
that the person had reasonable cause to believe that the person's conduct was
not unlawful.
Section 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. This
corporation shall have the power to indemnify any person who was or is a party,
or is a threatened to be made a party, to any threatened, pending, or completed
action by or in the right of this corporation to procure a judgment in its favor
by reason of the fact that such person is or was an agent of this corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of that action, if such person acted in good
faith, in a manner such person believed to be in the best interests of this
corporation and its shareholders. No indemnification shall be made under this
Section 3 for the following:
(a) With respect to any claim, issue, or matter as to which
such person has been adjudged to be liable to this corporation in the
performance of such person's duty to the corporation and its shareholders,
unless and only to the extent that the court in which such proceeding is or was
pending shall determine on application that, in view of all the circumstances of
the case, such person is fairly and reasonable entitled to indemnity for
expenses and then only to the extent that the court shall determine;
(b) Amounts paid in settling or otherwise disposing of a
pending action without court approval;or
(c) Expenses incurred in defending a pending action that is
settled or otherwise disposed of without court approval.
Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this corporation has been successful on the merits in defense of any proceeding
referred to in Section 2 or 3 of this Article VI, or in defense of any claim,
issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.
Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this
Article VI, any indemnification under this Section shall be made by the
corporation only if authorized in the specific case, after a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in Section 2 or 3 by one of
the following:
(a) A majority vote of a quorum consisting of Directors who are not
parties to such proceeding;
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(b) Independent legal counsel in a written opinion if a quorum of
Directors who are not parties to such a proceeding is not available;
(c) (i) The affirmative vote of a majority of shares of this
corporation entitled to vote represented at a duly held
meeting at which a quorum is present; or
(ii) the written consent of holders of a majority of the
outstanding shares entitled to vote (for purposes of this
subsection 5(c), the shares owned by the person to be
indemnified shall not be considered outstanding or entitled
to vote thereon); or
(d) The court in which the proceeding is or was pending, on
application made by this corporation or the agent or the attorney or other
person rendering services in connection with the defense, whether or not
such application by the agent, attorney, or other person is opposed by this
corporation.
Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by the corporation before the final disposition of
such proceeding on receipt of an undertaking by or on behalf of the agent to
repay such amounts if it shall be determined ultimately that the agent is not
entitled to be indemnified as authorized in this Article VI. By unanimous vote
of all Directors, other than a Director who may be a party to such proceeding,
this provision requiring an undertaking may be waived; provided, however, that
such waiver shall not relieve the agent of liability.
Section 7. OTHER CONTRACTURAL RIGHTS. The indemnification provided by
this Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaw, agreement, vote of
shareholders or disinterested Directors, or otherwise both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent such additional rights to indemnification are authorized
in the articles of the corporation. Nothing in this section shall affect any
right to indemnification to which persons other than such Directors and officers
may be entitled by contract or otherwise.
Section 8. LIMITATIONS. No indemnification or advance shall be made
under this Article VI, except as provided in Section 4 or Section 5 (d), in any
circumstance if it appears:
(a) That it would be inconsistent with a provision of the
articles, Bylaws, a resolution of the shareholders, or an agreement in effect at
the time of the accrual of the alleged cause of action asserted in the
proceeding in which expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly
imposed by a court in approving settlement.
Section 9. INSURANCE. This corporation may purchase and maintain
insurance on behalf of any agent of the corporation insuring against any
liability asserted against or incurred by the agent in that capacity or arising
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out of the agent's status as such, whether or not this corporation would have
the power to indemnify the agent against that liability under the provisions of
this Article VI.
Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This
Article VI does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in that person's
capacity as such, even though that person may also be an agent of the
corporation. The corporation shall have the power to indemnify, and to purchase
and maintain insurance on behalf of any such trustee, investment manager, or
other fiduciary of any benefit plan for any or all of the Directors, officers,
and employees of the corporation or any of its subsidiary of affiliated
corporations.
Section 11. SURVIVAL OF RIGHTS. The rights provided by this Article VI
shall continue for a person who has ceased to be an agent and shall inure to the
benefit of the heirs, executors, and administrators of such person.
Section 12. EFFECT OF AMENDMENT. Any amendment, repeal, or modification
of this Article VI shall not adversely affect an agent's right or protection
existing at the time of such amendment, repeal, or modification.
Section 13. SETTLEMENT OF CLAIMS. The corporation shall not be liable
to indemnify any agent under this Article VI for (a) any amounts paid in
settlement of any action or claim effected without the corporation's written
consent, which consent shall not be unreasonably withheld or (b) any judicial
award, if the corporation was not given a reasonable and timely opportunity to
participate, at its expense, in the defense of such action.
Section 14. SUBROGATION. In the event of payment under this Article VI,
the corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the agent, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the
execution of such documents as may be necessary to enable the corporation
effectively to bring suit to enforce such rights.
Section 15. NO DUPLICATION OF PAYMENTS. The corporation shall not be
liable under this Article VI to make any payment in connection with any claim
made against the agent to the extent the agent has otherwise actually received
payment, whether under a policy of insurance, agreement, vote, or otherwise, of
the amounts otherwise indemnifiable under this Article.
ARTICLE VII
RECORDS AND REPORTS
Section 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTIN BY
SHAREHOLDERS. The corporation shall keep at its principal executive office or at
the office of its transfer agent or registrar, as determined by resolution of
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the Board of Directors, a record of the names and addresses of all shareholder
and the number and class of shares held by each shareholder, a copy certified by
the Secretary of State of the corporation's articles of incorporation and all
amendments thereto, and a copy certified by an officer of the corporation of its
bylaws and all amendments thereto.
Any person who has been a stockholder of record for at least 6 months
immediately preceding his or her demand, or any shareholder or shareholders
holding at least 5 percent in the aggregate of the outstanding voting shares of
the corporation shall have the right to inspect and copy the record of
shareholders' names and addresses and shareholdings during usual business hours,
on five days' prior written demand on the corporation.
Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall
keep at its principal executive office, or if its principal executive office is
not in the State of Nevada, at its principal business office in this state, a
copy certified by an officer of the corporation of the Bylaws as amended to
date, which shall be open to inspection by the shareholders at all reasonable
times during office hours. If the principal executive office of the corporation
is outside the State of Nevada and the corporation has no principal business
office in this state, the Secretary shall, on the written request of any
shareholder, furnish to that shareholder a copy of the Bylaws as amended to
date.
Section 3. MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING
RECORDS. The minutes of proceedings of the shareholders, Board of Directors, and
committees of the Board, and the accounting books and records, shall be kept at
the principal executive office of the corporation, or at such other place or
places as designated by the Board of Directors. The minutes shall be kept in
written form, and the accounting books and records shall be kept either in
written form or in a form capable of being converted into written form. The
minutes and accounting books and records shall be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate at any
reasonable time during usual business hours, for a purpose reasonably related to
the holder's interests as a shareholder or holder of a voting trust certificate.
The inspection may be made in person or by an agent or attorney, and shall
include the right to copy and made extracts. These rights of inspection shall
extend to the records of each subsidiary of the corporation.
Section 4. INSPECTION BY DIRECTORS. Every Director shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. This inspection by a Director may be made in
person or by an agent or attorney and the right of inspection includes the right
to copy and make extracts of documents.
Section 5. ANNUAL REPORT TO SHAREHOLDERS. The Board of Directors shall
cause an annual report to be sent to the shareholders not later than 120 days
20
after the close of the fiscal year adopted by the corporation. This report shall
be sent at least 15 days (if third-class mail is used, 35 days) before the
annual meeting of shareholders to be held during the next fiscal year and in the
manner specified for giving notice to shareholders in Section 5 of Article II of
these Bylaws. The annual report shall contain a balance sheet as of the end of
the fiscal year and an income statement and a statement of cash flows for the
fiscal year prepared in accordance with generally accepted accounting principles
applied on a consistent basis and 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 corporation's books and records.
Section 6. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long
as, there are fewer than 100 shareholders, the requirement of an annual report
to shareholders referred to in Section 5 is expressly waived. However, nothing
in this provision shall be interpreted as prohibiting the Board of Directors
from issuing annual or other periodic reports to the shareholder on demand.
Section 7. FINANCIAL STATEMENTS. The corporation shall keep a copy of
each annual financial statement, quarterly or other periodic income statement,
and accompanying balance sheets prepared by the corporation on file in the
corporation's principal executive office for 12 months; these documents shall be
exhibited at all reasonable times, or copies provided, to any shareholder on
demand.
If no annual report for the last fiscal year has been sent to
shareholders, on written request of any shareholder made more than 120 days
after the close of the fiscal year the corporation shall deliver or mail to the
shareholder, within 30 days after receipt of the request, a balance sheet as of
the end of that fiscal year and an income statement and statement of cash flows
for that fiscal year.
A shareholder or shareholders holding 5 percent or more of the
outstanding shares of any class of stock of the corporation may request in
writing an income statement for the most recent three-month, six-month, or
nine-month period (ending more than 30 days before the date of the request) of
the current fiscal year, and a balance sheet of the corporation as of the end of
that period. If such documents are not already prepared, the chief financial
officer shall cause them to be prepared and shall deliver the documents
personally or mail them to the requesting shareholders within 30 days after
receipt off the request. A balance sheet, income statement, and statement of
cash flows for the last fiscal year shall also be included, unless the
corporation has sent the shareholders an annual report for the last fiscal year.
Quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of independent accountants
engaged by the corporation or the certification of an authorized corporate
officer stating that the financial statements were prepared without audit from
the corporation's books and records.
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Section 8. ANNUAL STATEMENT OF GENERAL INFORMATION.
(a) Every year, during the calendar month in which the original
Articles of Incorporation were filed with the Nevada Secretary of State, the
corporation shall file a statement with the Secretary of State on the prescribed
form, setting forth the authorized number of Directors; the names and complete
business or residence addresses of all incumbent Directors; the names and
complete business or residence addresses of the President, the Secretary, and
the Treasurer; the street address of the corporation's principal executive
office or principal business office in this state; a statement of the general
type of business constituting the principal business activity of the
corporation; and a designation of the agent of the corporation for the purposes
of process.
(b) Notwithstanding the provisions of paragraph (a) of this section, if
there has been no change in the information in the corporation's last annual
statement on file in the Secretary of State's office, the corporation may, in
lieu of filing the annual statement described in paragraph (a) of this section,
advise the Secretary of State, on the appropriate form, that no changes in the
required information have occurred during the applicable period.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For
purposes of determining the shareholders entitled to receive payment of
dividends or other distributions or allotment of rights, or entitled to exercise
any rights in respect of any other lawful action (other than voting at and
receiving notice of shareholders' meetings and giving written consent of the
shareholders without a meeting), the Board of Directors may fix in advance a
record date, which shall be not more than 60 nor less than 10 days before the
date of the dividend payment, distribution, allotment, or other action. If a
record date is so fixed, only shareholders of record at the close of business on
that date shall be entitled to receive the dividend, distribution, or allotment
of rights, or to exercise the other rights, as the case may be, notwithstanding
any transfer of shares on the corporation's books after the record date, except
as otherwise provided by statute.
If the Board of Directors does not so fix a record date in advance, the
record date shall be at the close of business on the later of (1) the day on
which the Board of Directors adopts the applicable resolution or (2) the 60th
day before the date of the dividend payment, distribution, allotment of rights,
or other action.
Section 2. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, 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 authorized from time to time by resolution
of the Board of Directors.
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Section 3. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Except as
otherwise provided in the articles or in these Bylaws, the Board of Directors by
resolution may authorize any officer, officers, agent, or agents to enter into
any contract or to execute any instrument in the name of and on behalf of the
corporation. This authority may be general or it may be confined to one or more
specific matters. no officer, agent, employee or other person purporting to act
on behalf of the corporation shall have any power or authority to bind the
corporation in any way, to pledge the corporation's credit, or to render the
corporation liable for any purpose or in any amount, unless that person was
acting with authority duly granted by the Board of directors as provided in
these Bylaws, or unless an unauthorized act was later ratified by the
corporation.
Section 4. SHARE CERTIFICATES AND UNCERTIFICATED SHARES. A certificate
or certificates for shares of the capital stock of the corporation may be issued
to each shareholder when any of the shares are fully paid. In lieu of a
certificate or certificates, the Board of Directors may authorize the issuance
of uncertificated shares of some or all of the shares of any or all of the
corporation's authorized classes or series of stock. A written statement of
share ownership shall represent such uncertificated shares. At least annually,
the corporation shall issue a written statement of share ownership confirming
the initial such statement sent to shareholders of uncertificated shares. The
rights and obligations of shareholders are identical whether or not certificates
are issued for their shares.
In addition to certificates or written statements of share ownership
for fully paid shares, the Board of Directors may authorize the issuance of
certificates or written statements of share ownership for shares that are partly
paid and subject to call for the remainder of the purchase price, provided that
the certificates or written statements of share ownership representing partly
paid shares shall state the total amount of the consideration to be paid for the
shares and the amount actually paid.
All certificates or written statements of share ownership shall certify
the number of shares and the class or series of shares represented by the
certificate or written statements of share ownership. All certificates or
written statements of share ownership shall be signed in the name of the
corporation by (1) either by the chair of the board of Directors, the vice Chair
of the Board of directors, the president, or any Vice President, and (2) either
the Chief Financial Officer, any assistant Treasurer, the Secretary, or any
Assistant Secretary.
Any or all of the signatures on the certificates or written statements
of share ownership may be facsimile. If any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on a
certificate or written statement of share ownership shall have ceased to be that
officer, transfer agent, or registrar before that certificate or written
statement of share ownership is issued, the certificate or written statement of
share ownership 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 issue.
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Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no
new certificates for shares or uncertificated shares evidenced by a written
statement of share ownership shall be issued to replace old certificates unless
the old certificate is surrendered to the corporation for cancellation at the
same time. If share certificates or certificates for any other security have
been lost, stolen, or destroyed, the Board of Directors may authorize the
issuance of replacement certificates or uncertificated shares evidenced by a
written statement of share ownership on terms and conditions as required by the
board, which may include a requirement that the owner give the corporation a
bond (or other adequate security) sufficient to indemnify the corporation
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft, or destruction of the old
certificate or the issuance of the replacement certificate or uncertificated
shares.
Section 6. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other
corporations standing in the name of this corporation shall be voted by one of
the following persons, listed in order of preference:
(1) chair of the Board, or person designated by the chair of the Board;
(2) President, or person designated by the President; (3) First Vice President,
or person designated by the First Vice President; (4) other person designated by
the Board of Directors.
The authority to vote shares granted by this section includes the
authority to execute a proxy in the name of the corporation for purposes of
voting the shares.
Section 7. REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE.
If all or part of the compensation, including expenses, paid by the corporation
to a Director, officer, employee, or agent is finally determined not to be
allowable to the corporation as a federal or state income tax deduction, the
Director, officer, employee or agent to whom the payment was made shall repay to
the corporation the amount disallowed. The Board of Directors shall enforce
repayment of each such amount disallowed by the taxing authorities.
Section 8. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in
NRS78.010 through 78.795 shall govern the construction of these Bylaws. Without
limiting the generality of this provision, the singular number includes the
plural, the plural number includes the singular, and the term "person" includes
both a corporation and a natural person.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS New Bylaws may be adopted or these
Bylaws 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
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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 Articles of Incorporation.
Section 2. POWERS OF DIRECTORS. Subject to the right of the
Shareholders to adopt, amend or repeal Bylaws, as provided in Section 1 of this
Article IX, the Board of Directors may adopt, amend, or repeal any of these
Bylaws other than a Bylaw or amendment thereof changing the authorized number of
Directors.
I, the undersigned Secretary of Gasco Energy, Inc., hereby certify that these
are the approved and adopted bylaws of the Corporation, as amended through this
date.
Executed this 26th day of June, 2007
/s/ W. King Grant
W. King Grant, Secretary
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