BYLAWS
OF
INTEGRATED.COM, INC.
ARTICLE I: OFFICES
The principal office of the Corporation in the State of
Nevada shall be located in Las Vegas, County of Clark, the
Corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors my
designate or as the business of the Corporation may require
from time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 15th day in the month of
December in each year, beginning with the transaction of
such other business as my come before the meeting. If the
day fixed for the annual meeting shall be a legal holiday in
the Sate of Nevada, such meeting shall be held on the next
be held on the day designated herein for any annual meeting
of the shareholders or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as
conveniently may be.
SECTION 2. Special Meetings. Special meeting of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than ten percent
(10%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors
my designate any place, either within our without the State
of Nevada, unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place,
either within our without the State of Nevada, unless
otherwise prescribed by statute, as the place for the
holding of such meeting. If no designation is made, the
place of meeting shall be the principal office of the
Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail, addressed to the
shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be
closed for at least fifteen (15) days immediately preceding
such meeting. In lieu of closing the stock transfer books,
the board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such
date in any case to be not more than thirty (30) days and,
in case of a meeting of shareholders, not less than ten (10)
days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
corporation shall make a complete list of shareholders
entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. Such
lists shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally noticed. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders,
writing by the shareholder or by his or duly authorized
attorney-in-fact. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the
meeting. A meeting of the Board of Directors my be had by
means of telephone conference or similar communications
equipment by which all persons participating in the meeting
can hear each other, and participation in a meeting under
such circumstances shall constitute presence at the meeting.
SECTION 10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may
determine.
Shares held by an administrator, executor, guardian or
conservator my be voted by him either in person or by proxy,
without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of
such shares into his name.
Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of
a receiver may be voted by such receiver without the
transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted directly or indirectly, at any meeting,
and shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs
of the Corporation shall be managed by its Board of
Directors.
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one (
1). Each Director shall hold office until the next annual
meeting of shareholder and until his successor shall have
been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding
of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting
of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto by
written notice delivered personally or mailed to each
director at his business address, or by telegram. If
mailed, such notice shall be deemed to be delivered when
deposited in the United Sates mail so addressed, with
postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any
directors may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of the Article III shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 8.
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting
forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of
a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in
the number of directors may be filled by election by the
Board of Directors for a term of office continuing only
until the next election of directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board
of Directors, each director may be paid his expenses, if
any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as a director or
a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any
director from serving the Corporation in any other capacity
and receiving compensation thereof.
SECTION 11. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the
meeting before the adjournment thereof, or shall forward
such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLES IV: OFFICERS
SECTION 1. Number. The officers of the corporation
shall be a President, one or more vice Presidents, a
Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of
the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any
office except those of President and Secretary. Any two or
more offices may be held by the same person. Officers may
be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers
of the Corporation to be elected by the board of Directors
shall be elected annually by the board of Directors at the
first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor shall
have been duly elected and shall have qualified, or until
his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be
removed by the Board of Directors whenever, in its
judgement, the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of
itself create contract rights, and such appointment shall be
terminable at will.
SECTION 4. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 5. President. The president shall be the
principal executive officer of the Corporation and, subject
to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the
Chairman shall preside. He may sign, with the Secretary or
any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for
shares of the Corporation, any deed, mortgages, bonds,
contract, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the Board of Directors or by there Bylaws to some other
officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 6. Vice President. In the absence of the
president or in the event of his death, inability or refusal
to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned to him by the President or by
the Board of Directors, If there is more than one Vice
President, each Vice President shall succeed to the duties
of the President in order of rank as determined by the Board
of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date
having the first rank.
SECTION 7. Secretary. The Secretary shall: (a) keep
the minutes of the Board of Directors in one or more minute
books provided for the purpose; (b) see that all notices
are duly given in accordance with the provisions of the
Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder
which shall be furnished to the Secretary by such
shareholder; (e) sign with the President certificates for
share of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the
Corporation, and (g) in general perform all duties incident
to the office of the Secretary and such other duties as from
time to time may be assigned to him by the President or by
the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give
receipts for moneys due and payable to the Corporation in
such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Article VI
of these Bylaw; and (c) in general perform all of the duties
incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or
by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such sureties
as the Board of Directors shall determine.
SECTION 9. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the
Corporation.
ARTICLE V: INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
(a) Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against
all expenses and liabilities, including counsel fees,
reasonable incurred by or imposed upon him in connection
with any proceeding to which he may become involved, by
reason of his being or having been a director, officer,
employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer,
employee or agent of the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof,
whether or not he is a director, officer, employee or agent
at the time such expenses are incurred, except in such cases
wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the
performance of his duties; provided that in the event of a
settlement the indemnification herein shall apply only when
the Board of Directors approves such settlement and
reimbursement as being for the best interests of the
Corporation.
(b) The Corporation shall provide to any person who is
or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the
Corporation as director, officer, employee or agent of the
corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of suit,
litigation or other proceedings which is specifically
permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing
the provisions of the Article V.
ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize any office or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such form
as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors so to do, and sealed with the
corporate seal. All certificates for shares shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and
cancelled, expect that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefore upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or
by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes, Provided, however, that
upon any action undertaken by the shareholder to elect S
Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders agreement thereto
restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said
agreements is in force and effect.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall begin on the
1st day of January and end on the 31st day of December of
each year.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and condition
provided by law and its Articles of Incorporation.
ARTICLE X: CORPORATE SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words, Corporate Seal.
ARTICLE XI: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice
is required to be given to any shareholder or director of
the Corporation under the provision of the Articles of
Incorporation or under the provisions of the applicable
Business Corporation Act, a waiver thereof in writing,
signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
ARTICLE XII: AMENDMENTS
These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the 30th day of
June, 1999.
By:/s/Joseph R. Meloni
Joseph R. Meloni, Secretary