BYLAWS
OF
LEXINGTON BARRON TECHNOLOGIES, INC.
1
BYLAWS
OF
LEXINGTON BARRON TECHNOLOGIES, INC.
ARTICLE I
Section 1. The known place of business of the Corporation, which
shall also be known as its principal place of business, shall be at
the address so designated in the Articles of Incorporation, or if no
address is so designated, at the address of the Corporation's
statutory agent as set forth in the Articles of Incorporation. The
address of the Corporation's known place of business may be changed
from time to time by the Board in the manner provided in the Colorado
Revised Statutes and without amending the Articles of Incorporation.
Section 2. The Corporation may have offices at such places, both
within and without the State of Colorado, as the Board of Directors
may from time to time determine or the business of the Corporation may
require.
ARTICLE II
Section 1. Any meeting of the stockholders for the election of
directors or for any other purpose may be held at such time and place,
within or without the State of Colorado, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. An Annual meeting of stockholders shall be held on
such a date as to be determined by the Board of Directors of the
Corporation, commencing in 2000, at the principal place of business of
the Corporation in the State of Colorado, or on such other date and at
such other place as the Board of Directors may specify, within or
without the State of Colorado, at which meeting the stockholders
entitled to vote shall elect a board of directors (by the cumulative
system of voting if, but only if, the same shall then be mandatory for
corporations organized under the laws of the State of Colorado) and
shall transact such other business as may properly be brought before
the meeting. The candidates receiving the greatest number of votes,
up to the number of directors to be elected, shall be the directors.
Section 3. Written notice stating the time and place of the
annual meeting shall be given to each stockholder entitled to vote
thereat at least ten days (but no more than fifty days) before the
date of the meeting.
Section 4. The officer who has charge of the stock transfer
books of the Corporation shall prepare and make a complete record of
the stockholders entitled to vote at each meeting of the stockholders,
arranged in alphabetical order with the address of and the number of
shares and voting shares held by each. Such record shall be produced
and kept open at the time and place of the meeting during the whole
time thereof and shall be subject to the inspection of any stockholder
during the whole time of the meeting for the purposes thereof.
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Section 5. A special meeting of the stockholders, for any
purpose or purposes, unless otherwise provided by statute or by the
Articles of Incorporation, may be called by the President and shall be
called by the President or Secretary at the request in writing of [at
least 10% of] the Board of Directors, or at the request in writing of
stockholders owning at least ten percent (10%) un amount of all of the
stock of the Corporation issued and outstanding and entitled to vote
at such meeting. Such request shall state the purpose or purposes of
the proposed meeting.
Section 6. Written notice of a special meeting of stockholders,
stating in reasonable detail the time, place and purposes thereof,
shall be given to each stockholder entitled to vote thereat, at least
ten days (but no more than fifty days) before the date fixed for the
meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote on any matter to be considered
thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, a majority of the
stockholders entitled to vote on any matter to be considered thereat,
present in person or represented by proxy, shall have power to adjourn
the meeting from time to time for an aggregate period not in excess of
30 days, without notice other than announcement at the meeting, until
a quorum shall be present or represented. 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.
Section 9. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power with
respect to each question, present in person or represented by proxy,
shall decide such question brought before meeting, unless the question
is one upon which, by express provision of statute or of the Articles
of Incorporation or these Bylaws, a different vote is required, in
which case such express provision shall govern and control the
decisions of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each
share of the capital stock having voting power held by such
stockholder, except as may otherwise be specified by the Articles of
Incorporation. The Board of Directors may establish such reasonable
record of dates for determining stockholders entitled to notice of a
meeting and to vote thereat, and for other purposes, as may be
consistent with applicable law, as contemplated by Article VII,
Section 5 hereof. No proxy shall be effective unless in writing and
in compliance with (i) applicable law and (ii) such reasonable
requirements as the Board of Directors may prescribe. Unless demanded
by a shareholder present in person or by proxy at any meeting of the
shareholders and entitled to vote thereat, or unless so directed by
the chairman of the meeting, the vote thereat on any question need not
be by ballot. If such demand or direction is made, a vote by ballot
shall be taken, and each ballot shall be signed by the shareholder
voting, or by his or her proxy, and shall state the number of shares
voted.
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Section 11. Any action requires or permitted to be taken at a
meeting of stockholders may be effected by an instrument in writing
setting forth such action, executed by each stockholder with the
minutes maintained for meetings of stockholders.
ARTICLE III
DIRECTORS
Section 1. The business and affairs of the Corporation shall be,
managed by its Board of Directors, which may exercise all powers of
the Corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.
Section 2. The number of directors shall be fixed from time to
time by resolution of the Board of Directors within the limits (if
any) prescribed by the Articles of Incorporation. The directors shall
be elected at the annual meeting of stockholders, or by unanimous
written consent of stockholders (in accordance with Article II
hereof), except as provided in Section 4 of this Article; and each
director elected shall hold office until his successor is elected
unless sooner displaced. Directors need not be stockholders. Subject
to the limitations imposed by applicable law, the holders of a
majority of the shares then entitled to a vote at an election of
directors may remove a director or directors (or all directors) at any
time, with or without cause.
Section 3. Any director may resign at any time by giving written
notice of his or her resignation to the Corporation. Any such
resignation shall take effect at the time specified therein, or, if
the time when it shall become effective is not specified therein, it
shall take effect immediately upon its receipt by the President or the
Secretary; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 4. Vacancies, by death, resignation, removal or
otherwise, and newly created directorships resulting from any increase
in the authorized number of directors may be filled by a majority of
the directors, or the sole remaining director, then in office, though
less than a quorum; and the director(s) so chosen shall hold office
until the next election of directors when their successor(s) are duly
elected, unless sooner displaced.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State
of Colorado; and such meetings may behold by means of conference
telephone or other similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to such communication shall
constitute presence in person at such meeting.
Section 6. The first meeting of each newly elected Board of
Directors shall be held at the same place as, and immediately after,
the annual meeting of stockholders. No notice of such meeting shall be
necessary to the newly elected directors in order legally to
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constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held at such time and place, or in the event
a unanimous written consent of stockholders shall be filed in lieu of
the annual meeting of stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by all of the directors.
Section 7. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to
time be determined by the Board.
Section 8. Special meetings of the Board of Directors may be
called by the President and shall be called by the Secretary upon the
written request of a majority of the Board of Directors. Notice of
special meetings of the Board of Directors shall be given to each
director at least twenty-four hours before the time of the meeting.
Section 9. At all meetings of the Board, a majority of the total
number of directors then set shall constitute a quorum for the
transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except, in either event, as may be otherwise
specifically provided by statute or by the Articles of Incorporation
or these Bylaws. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at
the meeting until a quorum shall be present. 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.
Section 10. Any action required or permitted to be taken at a
meeting of directors may be effected by an instrument in writing
setting forth such action, executed by al the directors, which
instrument shall be filed at the principal office of the Corporation
or with the minutes maintained for meetings or directors.
COMMITTEES OF DIRECTORS
Section 11. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate, change or dissolve one or more
committees, each committee to consist of one or more of the directors
of the Corporation, which (to the extent provided in the resolution,
subject to the Articles of Incorporation and applicable law) shall
have and may exercise the powers and authority of the Board of
Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from
time to time by resolution.
Section 12. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors when
required.
COMPENSATION OF DIRECTORS
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Section 11. As set by resolution of the Board, the directors may
be; paid their actual expenses, if any, of attending meetings of the
Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or stated salaries as directors. No
such payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation therefore. Members of
special or standing committees may similarly be allowed compensation
for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Except as otherwise provided below, notices to
directors and stockholders shall be in writing and delivered
personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail
shall be deemed to be given three days after the time when the same
shall be mailed, postage prepaid, to such addresses. Notice to
directors may be given by telegram, any other form of written
communication or by telephone.
Section 2. Any notice required to be given under the provisions
of applicable law or of the Articles of Incorporation or of these
Bylaws may be waived in writing, either before or after the event
requiring such notice, provided such waiver is signed by the person or
persons entitled to said notice. Attendance at a meeting by a person
shall constitute a conclusive waiver of any objections made by any
person with respect to the notice given to such a person unless
attendance shall be solely for the purpose of objection.
ARTICLE IV
OFFICERS
Section 1. The officers of the Corporation shall be elected by
the Board of Directors and shall be a president, a vice president, a
secretary and a treasurer. The Board of Directors may also elect a
Chairman of the Board, one or more additional vice-presidents and
assistant secretaries and assistant treasurers. Two or more offices
may be held by the same person; provided, however that the same person
shall not simultaneously hold the offices of president and secretary.
Section 2. The Board of Directors at its first meeting after each
annual meeting of stockholders (or pursuant to a unanimous consent in
lieu thereof) shall elect a president, one or more vice presidents, a
secretary and a treasurer, none of whom need be a member of the Board.
Section 3. The Board of Directors may appoint and remove such
agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board. The power to
appoint and remove agents may be delegated by the Board.
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Section 4. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors. Election or
appointment of an officer or agent shall not itself create contract
rights.
Section 5. The officers of the Corporation shall hold office
until their successors are chosen or until sooner displaced. Any
officer elected by the Board of Directors may be removed, with or
without cause, at any time by the affirmative vote of a majority of
the directors then serving. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise shall be
filled by the Board of Directors.
Section 6. Any officer may resign at any time by giving written
notice of his or her resignation to the Board, the President or the
Secretary. Any such resignation shall take effect at the time
specified therein, or, if the time when it shall become effective is
not specified therein, it shall take effect immediately upon its
receipt by the Board, the President or the Secretary; and, unless
otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
THE CHIEF EXECUTIVE OFFICER
CHAIRMAN OF THE BOARD OF DIRECTORS
Section 7. The Chief Executive Officer ("CEO") shall be the
chief officer of the Corporation, shall preside at all meetings of the
stockholders and the Board of Directors, shall be ex officio a member
of all standing committees and shall have general and active
management of the business of the Corporation.
Section 8. The CEO may execute all bonds, mortgages and other
contracts or instruments in the ordinary course of the business of the
Corporation. Unless the Board of Directors specifies otherwise, the
CEO shall have authority to vote (or grant a proxy with respect to)
any securities held or owned by the Corporation.
Section 9. In the event the Board of Directors elects a Chairman
of the Board of Directors who is not also the CEO, he shall have all
the powers of the CEO in the CEO's absence or inability to act and
such other powers as the Board of Directors shall designate.
THE PRESIDENT
Section 10. In the event the President is not also the CEO or
Chairman of the Board of Directors, he shall have all the powers of
the CEO in the CEO's absence or inability to act and such other powers
as the Board of Directors shall designate.
THE VICE PRESIDENTS
Section 11. The Vice Presidents in the order of their seniority
of election, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the CEO, Chairman of the Board
of Directors, and President, if there be one, perform the duties and
exercise the powers of the CEO, Chairman of the Board of Directors or
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President. They shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 12. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record or cause
to be recorded all the proceedings of such meetings in a book or books
to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be
given, required notices of all meetings of the stockholders and the
Board of Directors or CEO, under whose supervision he shall be. He
shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors, affix the same to any contract
or instrument requiring it and, when so affixed, it shall be attested
by his signature or by the signature of the Treasurer or an Assistant
Secretary. He shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
Section 13. The Assistant Secretaries in the order of their
seniority of election, unless otherwise determined by the Board of
Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary. They
shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 13. The Treasurer shall have the custody of the
corporate funds and securities, shall keep or cause to be kept full
and accurate accounts of receipts and disbursements in books belonging
to the Corporation, and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. He shall
perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
Section 14. He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
Section 15. If required y the Board of Directors, he shall give
the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to
the Corporation.
Section 16. The Assistant Treasurers in the order of their
seniority of election, unless otherwise determined by the Board of
Directors, shall, in the absence of disability of the Treasurer,
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perform the duties and exercise the powers of the Treasurer. They
shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subject to the further provisions hereof the Corporation shall
indemnify any and all of its directors, officers, former directors,
and former officers, to the full extent permitted under applicable law
against all amounts incurred by them and each of them, including but
not limited to expenses, legal fees, costs, judgments, fines and
amounts paid in settlement which may be actually and reasonable
incurred, rendered or levied in any threatened, pending or completed
action, suit or proceeding brought against any of them for or on
account of any action or omission alleged to have been committed while
acting within the scope of his duties as a director or officer of the
Corporation.
Whenever any such director or officer shall report to the
President of the Corporation or the Board of Directors that he has
incurred or may incur such amounts, the Corporation shall, within a
reasonable time thereafter, determine in a manner consistent with
applicable law (including Colorado Revised Statute Section 3-21-111.5)
whether, in regard to the matter involved, such person acted or failed
to act in good faith and in a manner 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. If the Corporation so determines
that such person acted or failed to act in such a manner with regard
to the matter involved, indemnification shall be mandatory and shall
be automatically extended as specified herein; provided, however, that
the Corporation shall have the right to refuse indemnification in any
instance in which the person to whom indemnification would otherwise
have been applicable shall not offer the Corporation the opportunity,
at its own expense and through counsel of its own choosing, to defend
him in the action, suit or proceeding. Nothing contained herein is
intended to limit any right of indemnification or other rights
provided by Colorado Revised Statute Section 3-21-111.5, or other applicable
law.
ARTICLE VII
CERTIFICATES OF STOCK; DEBT INSTRUMENTS
Section 1. Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the
Corporation by, the CEO, President or a Vice President and the
Secretary or an Assistant Secretary, certifying the number of shares
owned by him in the Corporation. If the Corporation shall be
authorized to issued more than one class of stock or more than one
series of any class of stock, the designations, preferences,
limitations and rights of each class or series shall be set forth in
full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock;
provided, however, that except as otherwise provided by applicable
law, in lieu of the foregoing requirements, there may be set forth on
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the face or back of a certificate a statement to the effect that the
Corporation will furnish any shareholder upon request and without
charge such a description or summary.
Section 2. Where a certificate, bond, debenture or other debt
security instrument is (1) signed by a transfer agent or an assistant
transfer agent or (2) registered by a registrar other than the
Corporation or an employee of the Corporation, the signature of any
CEO, President, Vice President, Secretary, or Assistant Secretary may
be facsimile. In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any such
certificate or instrument shall cease to be such officer of officers
of the Corporation, whether because of death, resignation or otherwise
before such certificate or instrument have been delivered by the
Corporation, such certificate or instrument may nevertheless be
adopted by the Corporation and be issued and delivered as though the
person or persons who signed such certificate or instrument or whose
facsimile signature or signatures have been used thereon had not
ceased to be such officer or officers of the Corporation.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate or
instrument to be issued in place of any certificate or instrument
theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate or instrument to be lost or destroyed. When
authorizing such issue of a new certificate or instrument, the Board
of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed
certificate or instrument, or his legal representative, to give the
Corporation such indemnity as it may direct against any claim that may
be made against the Corporation with respect to the certificate or
instrument alleged to have been lost or destroyed.
TRANSFER OF STOCK
Section 4. Transfers of shares of stock of the Corporation shall
be made only on the stock transfer books of the Corporation. Upon
surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares properly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and
payment of all taxes thereon the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.
RECORD DATES
Section 5. The Board of Directors may fix in advance a date, not
more than seventy (70) days (nor less than ten (10) days) preceding
the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go
into effect, or the date of any other lawful action, for the
determination of the stockholders entitled to notice of, and to vote
at, any such meeting and any adjournment thereof, or entitled to
express consent to corporate action in writing without a meeting, or
to receive payment of any such dividend, or to receive any such
allotment of rights, or to exercise the rights in respect of any such
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change, conversion or exchange of capital stock, and in such case each
such stockholder and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to
express such consent, or to receive payment of such dividend, or to
receive such allotment rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
REGISTED STOCKHOLDERS
Section 6. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of
shares to receive dividends, to vote as such owner, to transfer such
shares and for all other purposes; and the Corporation shall not be
bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the
laws of the State of Colorado.
ARTICLE IX
AMENDMENTS
DIVIDENDS
Section 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation (or of any
resolution of the Board of Directors establishing any series of any
class of stock adopted pursuant to the provisions of the Articles of
Incorporation), if any, may be declared by the Board of Directors at
any regular or special meeting pursuant to the law. Dividends may be
paid in cash, in property, or in share of the capital stock, subject
to the provisions of the Articles of Incorporation and applicable law.
Section 2. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum
or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet
contingencies, equalize dividends, or to repair or maintain any
property of the Corporation, and for such other purpose as the
directors shall determine to be in the best interests of the
Corporation. The directors may modify or abolish any such reserve in
the manner in which it was created.
CHECKS
Section 3. All checks, drafts, or orders or demands for or to
pay money and notes of the Corporation shall be signed by such officer
or officers or such other person or persons as the Board of Directors
may from time to time designate or in the absence of such designation
by the President or the Treasurer.
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CONTRACTS
Section 4. Except as otherwise required by law or by these
Bylaws, any contract or instrument approved by the Board may be
executed and delivered in the name of the Corporation and on its
behalf by the President or a Vice President. In addition, the Board
may authorize any other officer or officers or agent or agents to
execute and deliver any contract or instrument on in the name of the
Corporation and on its behalf, and such authority may be general or
confined to specific instances as the Board may be resolution
determine.
ATTESTATION
Section 5. Any Vice president, the Secretary, or any Assistant
Secretary may attest the execution of any contract, instrument or
document by the President or any other duly authorized officer or
agent of the Corporation and may affix the corporate seal, if any, in
witness thereof, but neither such attestation nor the affixing of a
corporate seal shall be requisite to the validity of any such document
or instrument.
FISCAL YEAR
Section 6. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
SEAL
Section 7. A corporate seal shall not be requisite to the
validity of any contract, instrument or document executed by or on
behalf of the Corporation. The corporate seal, if any, shall have
inscribed thereon the name of the Corporation, and the year of its
organization. The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.
LOANS TO DIRECTORS AND EMPLOYEES
Section 8. The Corporation shall not make any loan to a
director, or guarantee an indebtedness of a director or otherwise use
its credit to assist a director, without the express authorization by
the stockholders in each particular case. The Board of Directors may
authorize the Corporation to make a loan to any employee of the
Corporation (including any director who is also an employee), or to
guarantee indebtedness of or otherwise use its credit to assist such
employee, if the Board determines that the same may be reasonable
expected to benefit the Corporation; any resolution properly adopted
by the Board authorizing a loan to any employee by the Corporation (or
authorizing any such guarantee or use of credit) shall conclusively
evidence such a determination by the Board, whether or not expressed
therein.
BOOKS AND RECORDS
Section 9. Any person who shall have been a holder of record of
shares or of a voting trust beneficial interest therefore at least six
months immediately preceding his demand or shall be the holder of
record of, or the holder of record of a voting trust beneficial
interest for, at least five percent of all the outstanding shares of
the corporation, upon written demand stating the purpose thereof,
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shall have the right toe examine, in person, or by agent or attorney,
at any reasonable time or times, for any purpose the Corporation's
relevant books and records of accounts, minutes and record of
shareholders and to make copies of or extracts therefrom.
INTERPRETATIONS
Section 10. To the extent permitted by the context in which
used, words in the singular number shall include the plural, words in
the masculine gender shall include the feminine and neuter, and vice
versa.
Section 11. Captions used herein are for convenience only and
are not a part of the Bylaws and shall not be deemed to limit or alter
any provisions hereof and shall not be deemed relevant in construing
these Bylaws.
ARTICLE IX
AMENDMENTS
Section 1. Subject to the Articles of Incorporation, these
Bylaws may be altered, amended or repealed at any regular or special
meeting of the stockholders or of the Board of Directors.
Adopted on August 23, 2000.
Confirmed as to adoption:
/s/ Phillip W. Kilgore
________________________________________________________
Phillip W. Kilgore, Chairman and Chief Executive Officer
/s/ David A. Goller
________________________________________________________
David A. Goller, Treasurer
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