BY-LAWS
OF
STRATEGIC PARTNERS, INC.
________________________________
ARTICLE I - OFFICES
Section 1. Principal Office. The principal office of the
corporation in the State of California shall be 3525 Sunset Lane, Oxnard,
CA 93035. The officer in charge thereof is Frank J. Weinstock.
Section 2. Other Offices. The corporation may have such other
offices within or without the state as the board of directors may from time
to time designate.
ARTICLE II - STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders
shall be held at the corporate office on the third Friday of January each
year beginning in 1999, at the hour of 10:00 a.m., or at such other time
as may be fixed by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before
the meeting. If the election of directors shall not be held on the day
designated herein for the annual meeting or at any adjournment thereof,
the board of directors shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as may be convenient.
Section 2. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the president or by any director, and shall be called by the
president at the written request of fifteen percent (15%) of all outstanding
shares of the corporation entitled to vote at the meeting. Unless requested
by stockholders entitled to cast a majority or all the votes entitled to be
cast at the meeting, a special meeting need not be called to consider any matter
which is substantially the same as a matter voted on at any meeting of
stockholders held during the preceding twelve months.
Section 3. Place of Meeting. The board of directors may designate
any place, either in the State of Wyoming or elsewhere, as the place of any
annual or special meeting of stockholders.
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
fifty (50) days before the meeting, either personally or by mail, to each
stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered ten days (10) after it has been
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deposited in the United States Mail, addressed to the stockholder
at his address as it appears on the share registry of the corporation, with
postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For
any purpose requiring identification of shareholders, the record date shall be
established by the board of directors, and shall not be more than
twenty (20) days from the date on which any such purpose is to be
accomplished. Absent a resolution establishing any such date, the
record date shall be deemed to be the date on which any such action
is accomplished.
Section 6. Voting List. The corporation shall maintain a stock
ledger which contains:
(1) The name and address of each stockholder.
(2) The number of shares of stock of each class which the
stockholder holds. The stock ledger shall be in written form and available for
visual inspection. The original or a duplicate of the stock ledger shall be
kept at the principal office of the corporation.
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 stockholders. 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 presented or
represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to reduce the number of
stockholders present to less than a quorum.
Section 8. Proxies. At all meetings of stockholders, a stockholder
may vote in person or by proxy executed in writing by the stockholder or by
his 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 proxy
shall be void one year after it is executed unless it shall, prior to the
expiration of one year, have been renewed in writing. All proxies shall be
revocable.
Section 9. Voting of Shares. Each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of stockholders.
Section 10. Informal Action by Stockholders. Any action required
or permitted to be taken at a meeting of the stockholders, except matters as to
which dissenting stockholders may hold a statutory right of appraisal, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by a majority of the stockholders entitled to vote with
respect to the subject matter thereof. Notice of any such action shall be
provided to stockholders in the manner set forth in Section 4 of these
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By-laws, within ten (10) days of the effective date of the action.
Section 11. Cumulative Voting. There shall be no cumulative voting
of shares.
Section 12. Removal of Directors. At a meeting called expressly
for that purpose, directors may be removed with or without cause, by a vote of
the holders of a majority of the shares entitled to vote at an election
of directors.
ARTICLE III - DIRECTORS
Section 1. Number. The business and affairs of this corporation
shall be managed by its Board of Directors, which may be no less than two (2)
nor more than nine (9) in number. The Board of Directors may determine the
exact number of directors from time to time, which action shall be ratified at
the next annual meeting of shareholders. The directors need not be residents
of this state or stockholders in the corporation. They shall be elected by
the stockholders at the annual meeting of stockholder of the corporation.
Each director shall be elected for the term of one (1) year, and until his
successor shall have been elected and accepted his election to the Board in
writing. If a vacancy occurs on the Board of Directors between annual
meetings of shareholders or as a result of changing the number of Directors,
the Directors may elect a Director to fill the vacancy by electing the
necessary Director. Such a Director shall serve until the next annual
meeting of shareholders.
Section 2. Change in Number. The number of directors may be
increased or decreased from time to time by the vote of a majority of the
outstanding shares of the corporation.
Section 3. Regular meetings. A regular meeting of the board of
directors shall be held without any notice other than this by-law immediately
after, and at the same place as, the annual meeting of stockholders. 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 director.
The person or persons calling any such meeting may fix the time and place
of the meeting.
Section 5. Notice. Notice of any special meeting shall be given at
least five (5) days previously thereto by written notice delivered personally,
mailed or delivered by fax to each director at his business address. Notices
shall be deemed to have been delivered when transmitted personally or
by fax, and two days after mailed. Any director may waive notice of any
meeting so long as such waiver is in writing. The business to be conducted at
any special meeting need not be specified in the notice.
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Section 6. Quorum. A majority of the duly elected board of
directors shall constitute a quorum of the board of directors for the
transaction of business at any meeting of the board of directors.
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. Informal Action by Directors. Action consented to by a
majority of the board of directors without a meeting is nevertheless board
action so long as (a) a written consent to the action is signed by all
the directors of the corporation and (b) a certificate or resolution detailing
the action taken is filed with the minutes of the corporation. Any one or
more directors may participate in any meeting of the board of directors by
means of conference telephone or other similar communications device which
permits all directors to hear the comments made by the others at the meeting.
Section 9. Executive and other Committees. The board of directors
may, from time to time, as the business of the corporation may demand,
delegate its authority to committees of the board of directors under such
terms and conditions as it may deem appropriate. The appointment of any such
committee, the delegation of authority to it or action by it under that
authority does not constitute of itself, compliance by any director not a
member of the committee, with the standard provided by statute for the
performance of duties of directors.
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 director
or a fixed per diem for attendance at each such meeting of the board of
directors, or both. No such payments shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
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 action is taken shall be presumed to have assented to the action
taken unless he shall announce his dissent at the meeting and his dissent is
entered in the minutes and he shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting.
Section 12. Certificates of Resolution. At any such time as there
shall be only one duly elected and qualified director, actions of the
corporation may be manifest by the execution by such director of a Certificate
of Resolution specifying the corporate action taken and the effective date of
such action.
ARTICLE IV - OFFICERS
Section 1. Number. Officers of the corporation shall be a
president and a secretary, 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. Any two
or more offices may be held by the same person, except that no officer may
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act in more than one capacity where action of two or more officers is
required by law.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors after each
annual meeting of the stockholders. Each officer shall hold office for a
period of one (1) year and until his successor shall have been duly elected
and shall have accepted his election as an officer
of the corporation in writing.
Section 3. Removal. Any officer or agent may be removed by the
board of directors whenever in its judgment, the best interests of the
corporation will be served thereby. Election to an office in the corporation
shall not create any contractual right of any type or sort in the person
elected.
Section 4. Vacancies. A vacancy in any office may be filled by the
board of directors for the unexpired portion of the term.
Section 5. President. The president shall be a director of the
corporation and 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.
The president shall have authority to institute or defend legal proceedings
when the directors are deadlocked. He shall, when present, preside at all
meetings of the stockholders and of the board of directors. 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 deeds, mortgages, bonds, contracts, or other instruments which
the board of directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the board
of directors or by these by-laws 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. Secretary. The secretary shall: (a) keep the minutes of
the proceedings of the stockholders and of the board of directors in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law;
be custodian of the corporate records and of the seal of the corporation,
if any; (d) keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder; (e) sign, with
the president, certificates for shares 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 registry of the corporation; (g) have charge
and custody of and be responsible for all funds and securities of the
corporation; (h) Receive and give receipts for moneys due and payable to the
corporation and deposit all such moneys in the name of the corporation in such
bank accounts as may be established for that purposed; and (i) in general,
perform all duties incident to the office of secretary, as well as such duties
as generally required upon treasurers of corporations.
Section 7. Salaries. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
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from receiving such salary by reason of the fact that he is also a director
of the corporation.
ARTICLE V - INDEMNIFICATION OF DIRECTORS
AND OFFICERS OF THE CORPORATION.
Section 1. Indemnification. The corporation shall indemnify any
person who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director
or officer of the corporation, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, without more, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may authorize any
officer or officers or agents to enter into any contract or execute and
deliver any instrument, including loans, mortgages, checks, drafts, deposits,
deeds and documents evidencing other transactions, in the name of the
corporation. Such authority may be general or confined to specific instances.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing
shares of the corporation shall be in the form approved in the organizational
resolutions of the corporation. They shall be signed by the president and
secretary of the corporation. Each certificate 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 each certificate and on the stock registry of
the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except in the case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms of 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 registry 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
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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.
ARTICLE VIII - FISCAL YEAR
Section 1. The fiscal year of the corporation shall expire on the
31st day of December of each year.
ARTICLE IX - CORPORATE SEAL
Section 1. Use of the corporate seal adopted by the board of
directors shall be optional with the officer or agent of the corporation
signing any document on behalf of the corporation. No duly executed
corporate document shall be void because it does not bear the imprint of a
seal.
ARTICLE X - WAIVER OF NOTICE
Section 1. Whenever any notice is required to be given to any
stockholder or director of the corporation under these By-laws, by provisions
of the Articles of Incorporation, or by the statutes of the State of
Wyoming, 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 XI - AMENDMENTS
Section 1. The board of directors shall have the power to make,
alter and repeal by-laws; but by-laws made by the board may be altered
or repealed, or new by-laws made, by the stockholders.
ADOPTED by order of the directors of the corporation on September
25, 1998.
STRATEGIC PARTNERS, INC.
/s/ Frank J. Weinstock
_________________________
Frank J. Weinstock, Director
/s/ David G. Lilly
_________________________
David G. Lilly, Director
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