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 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 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.
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 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 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 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