Exhibit 3.2
BY-LAWS
OF
YOUR DIGITAL MEMORIES, INC.
(the "Corporation")
* * * * * * * * * * *
ARTICLE I
Offices
The Corporation may have offices at such other places, both within and
without the State of Nevada, as the Board of Directors may determine and
designate from time to time or the business of the Corporation requires.
ARTICLE II
Books
The books and records of the Corporation may be kept (except as otherwise
provided by the laws of the State of Nevada) outside of the State of Nevada and
at such place or places as may be designated by the Board of Directors.
ARTICLE III
Stockholders
Section 1. Place of Meetings, etc. Except as otherwise provided in these
Bylaws, all meetings of the stockholders shall be held at such dates, times and
places, within or without the State of Nevada, as shall be determined by the
Board of Directors or the President of the Corporation and as shall be stated in
the notice of the meeting or in waivers of notice thereof. If the place of any
meeting is not so fixed, it shall be held at the registered office of the
Corporation in the State of Nevada.
Section 2. Annual Meetings. The Annual Meeting of stockholders of the
Corporation for the election of Directors and the transaction of such other
business as may properly come before said meeting shall be held at the principal
business office of the Corporation or at such other place or places either
within or without the State of Nevada as may be designated by the Board of
Directors and stated in the notice of the meeting, on a date not later than 120
days following the close of the fiscal year of the Corporation as designated by
the Board of Directors.
Section 3. Special Meetings. Special meetings of the stockholders of the
Corporation shall be held whenever called in the manner required by the laws of
the State of Nevada for purposes as to which there are special statutory
provisions, and for other purposes whenever called by resolution of the Board of
Directors, or by the President, or by the holders of a majority of the
outstanding shares of capital stock of the Corporation the holders of which are
entitled to vote on matters that are to be voted on at such meeting. Any such
Special Meetings of stockholders may be held at the principal business office of
the Corporation or at such other place or places, either within or without the
State of Nevada, as may be specified in the notice thereof. Business transacted
at any Special Meeting of stockholders of the Corporation shall be limited to
the purposes stated in the notice thereof. The notice shall state the date,
time, place and purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings. Except as otherwise required or permitted by
law, whenever the stockholders of the Corporation are required or permitted to
take any action at a meeting, written notice thereof shall be given, stating the
place, date and time of the meeting and, unless it is the annual meeting, by or
at whose direction it is being issued. The notice also shall designate the place
where the stockholders' list is available for examination, unless the list is
kept at the place where the meeting is to be held. Notice of a Special Meeting
also shall state the purpose or purposes for which the meeting is called. A copy
of the notice of any meeting shall be delivered personally or shall be mailed,
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, to each stockholder of record entitled to vote at the meeting. If
mailed, the notice shall be given when deposited in the United States mail,
postage prepaid and shall be directed to each stockholder at his or her address
as it appears on the record of stockholders, unless he or she shall have filed
with the Secretary of the Corporation a written request that notices to him or
her be mailed to some other address, in which case it shall be directed to him
or her at the other address. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend the meeting, except for
the express purpose of objecting at the beginning thereof to the transaction of
any business because the meeting is not lawfully called or convened, or who
shall submit, either before or after the meeting, a signed waiver of notice.
Unless the Board of Directors, after the adjournment of such meeting, shall fix
a new record date for an adjourned meeting or unless the adjournment is for more
than thirty (30) days, notice of an adjourned meeting need not be given if the
place, date and time to which the meeting shall be adjourned is announced at the
meeting at which the adjournment is taken.
Section 5. List of Stockholders. The officer of the Corporation who shall
have charge of the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order
and showing the address and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours for a period
of at least ten (10) days prior to the meeting, either at a place specified in
the notice of the meeting or at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder present at the
meeting.
Section 6. Quorum. Except as otherwise expressly provided by the laws of
the State of Nevada, or by the Certificate of Incorporation of the Corporation,
or by these Bylaws, at any and all meetings of the stockholders of the
Corporation there must be present, either in person or by proxy, stockholders
owning a majority of the issued and outstanding shares of the capital stock of
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the Corporation entitled to vote at said meeting. At any meeting of stockholders
at which a quorum is not present, the holders of, or proxies for, a majority of
the stock which is represented at such meeting, may adjourn the meeting from
time to time, 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. If the
adjournment is for more than thirty (30) days, or if after adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 7. Organization. The President shall call to order meetings of the
stockholders and shall act as Chairman of such meetings. The Board of Directors
or the stockholders may appoint any stockholder or any Director or officer of
the Corporation to act as Chairman at any meeting in the absence of the
President. The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but in the absence of the Secretary, the presiding
officer may appoint any other person to act as secretary of the meeting.
Section 8. Voting. Except as otherwise provided by the Certificate of
Incorporation of the Corporation or these Bylaws, at any meeting of the
stockholders each stockholder of record of the Corporation having the right to
vote thereat shall be entitled to one (1) vote for each share of stock
outstanding in his or her name on the books of the Corporation as of the record
date and entitling him or her to so vote. A stockholder may vote in person or by
proxy. Except as otherwise provided by the law of the State of Nevada or by the
Certificate of Incorporation of the Corporation, any corporate action to be
taken by a vote of the stockholders, other than the election of directors, shall
be authorized by not less than a majority of the votes cast at a meeting by the
stockholders present in person or by proxy and entitled to vote thereon.
Directors shall be elected as provided in Section 1 of Article IV of these
Bylaws. Written ballots shall not be required for voting on any matter unless
ordered by the Chairman of the meeting.
Section 9. Proxies. Every proxy shall be executed in writing by the
stockholder or by his or her attorney-in-fact.
Section 10. Consent of Stockholders in Lieu of Meeting. Unless otherwise
provided in the Certificate of Incorporation of the Corporation, whenever the
vote of the stockholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action by any provisions of the laws of
the state of Nevada or of the Certificate of Incorporation, such corporate
action may be taken without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken, shall be signed, in
person or by proxy, by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
in person or by proxy. Prompt notice of the taking of the corporate action
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without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing, but who were entitled to vote on
the matter.
ARTICLE IV
Directors
Section 1. Number, Election and Term of Office. The business and affairs of
the Corporation shall be managed by the Board of Directors. The number of
Directors which shall constitute the whole Board shall be not less than one (1)
nor more than nine (9). Within such limits, the number of Directors may be fixed
from time to time by vote of the stockholders or of the Board of Directors, at
any regular or special meeting, subject to the provisions of the Certificate of
Incorporation. The initial board shall consist of two (2) Directors. Directors
need not be stockholders. Directors shall be elected at the Annual Meeting of
the stockholders of the Corporation, except as provided in Section 2 of this
Article IV, to serve until their respective successors are duly elected and
qualified. When used in these Bylaws, the phrase "entire Board" means the total
number of directors which the Corporation would have if there were no vacancies.
Section 2. Vacancies and Newly Created Directorships. Except as hereinafter
provided, any vacancy in the office of a Director occurring for any reason other
than the removal of a Director pursuant to Section 3 of this Article, and any
newly created Directorship resulting from any increase in the authorized number
of Directors, may be filled by a majority of the Directors then in office. In
the event that any vacancy in the office of a Director occurs as a result of the
removal of a Director pursuant to Section 3 of this Article, or in the event
that vacancies occur contemporaneously in the offices of all of the Directors,
such vacancy or vacancies shall be filled by the stockholders of the Corporation
at a meeting of stockholders called for that purpose. Directors chosen or
elected as aforesaid shall hold office until their respective successors are
duly elected and qualified.
Section 3. Removals. At any meeting of stockholders of the Corporation
called for that purpose, the holders of a majority of the shares of capital
stock of the Corporation entitled to vote at such meeting may remove from office
any or all of the Directors, with or without cause.
Section 4. Resignations. Any director may resign at any time by giving
written notice of his or her resignation to the Corporation. A resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt, and,
unless otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
Section 5. Place of Meetings. Except as otherwise provided in these Bylaws,
all meetings of the Board of Directors shall be held at the principal business
office of the Corporation or at such other place, within or without the State of
Nevada, as the Board determines from time to time.
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Section 6. Annual Meetings. The annual meeting of the Board of Directors
shall be held either (a) without notice immediately after the annual meeting of
stockholders and in the same place, or (b) as soon as practicable after the
annual meeting of stockholders on such date and at such time and place as the
Board determines.
Section 7. Regular Meetings. Regular meetings of the Board of Directors
shall be held on such dates and at the principal business office of the
Corporation or at such other place, either within or without the State of
Nevada, as the Board determines. Notice of regular meetings need not be given,
except as otherwise required by law.
Section 8. Special Meetings. Special meetings of the Board of Directors may
be called by the President or any two Directors on notice given to each
Director, and such meetings shall be held at the principal business office of
the Corporation or at such other place, either within or without the State of
Nevada, as shall be specified in the notices thereof. The request shall state
the date, time, place and purpose or purposes of the proposed meeting.
Section 9. Notice of Meetings. Notice of each special meeting of the Board
of Directors (and of each annual meeting held pursuant to subdivision (b) of
Section 6 of this Article IV) shall be given, not later than 24 hours before the
meeting is scheduled to commence, by the President or the Secretary and shall
state the place, date and time of the meeting. Notice of each meeting may be
delivered to a Director by hand or given to a director orally (whether by
telephone or in person) or mailed or telegraphed to a Director at his or her
residence or usual place of business, provided, however, that if notice of less
than 72 hours is given it may not be mailed. If mailed, the notice shall be
deemed to have been given when deposited in the United States mail, postage
prepaid, and if telegraphed, the notice shall be deemed to have been given when
the contents of the telegram are transmitted to the telegraph service with
instructions that the telegram immediately be dispatched. Notice of any meeting
need not be given to any Director who shall submit, either before or after the
meeting, a signed waiver of notice or who shall attend the meeting, except if
such Director shall attend for the express purpose of objecting at the beginning
thereof to the transaction of any business because the meeting is not lawfully
called or convened. Notice of any adjourned meeting, including the place, date
and time of the new meeting, shall be given to all Directors not present at the
time of the adjournment, as well as to the other Directors unless the place,
date and time of the new meeting is announced at the adjourned meeting.
Section 10. Quorum. Except as otherwise provided by the laws of the State
of Nevada or in these Bylaws, at all meetings of the Board of Directors of the
Corporation a majority of the entire Board shall constitute a quorum for the
transaction of business, and the vote of a majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors. A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another place, date and time.
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Section 11. Conduct of Meetings. At each meeting of the Board of Directors
of the Corporation, the President or, in his or her absence, a Director chosen
by a majority of the Directors present shall act as Chairman of the meeting. The
Secretary or, in his or her absence, any person appointed by the Chairman of the
meeting shall act as Secretary of the meeting and keep the minutes thereof. The
order of business at all meetings of the Board shall be as determined by the
Chairman of the meeting.
Section 12. Committees of the Board. The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors, may designate an
executive committee and other committees, each consisting of one (1) or more
Directors. Each committee (including the members thereof) shall serve at the
pleasure of the Board of Directors and shall keep minutes of its meetings and
report the same to the Board of Directors. The Board of Directors may designate
one or more Directors as alternate members of any committee. Alternate members
may replace any absent or disqualified member or members at any meeting of a
committee. In addition, in the absence or disqualification of a member of a
committee, if no alternate member has been designated by the Board of Directors,
the members present at any meeting and not disqualified from voting, whether or
not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of the absent or
disqualified member.
Except as limited by the laws of the State of Nevada, each committee, to
the extent provided in the resolution establishing it, shall have and may
exercise all the powers and authority of the Board of Directors with respect to
all matters.
Section 13. Operation of Committees. A majority of all the members of a
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of all the members of a committee present at a meeting at
which a quorum is present shall be the act of the committee. Each committee
shall adopt whatever other rules of procedure it determines for the conduct of
its activities.
Section 14. Consent to Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee may be taken
without a meeting if all members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee.
Section 15. Meetings Held Other Than in Person. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, members of the Board of
Directors or any committee may participate in a meeting of the Board of
Directors or committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at the meeting.
Section 16. Compensation of Directors. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the Board, a
fixed sum and expenses of attendance, if any, may be allowed for the attendance
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at each regular or special meeting of the Board; however nothing herein
contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefore.
ARTICLE V
Officers
Section 1. Number, Election and Term of Office. The officers of the
Corporation shall be a President, a Secretary, and a Treasurer, and may at the
discretion of the Board of Directors include a Chief Executive Officer, a Chief
Financial Officer, Chairman of the Board and one or more Vice Presidents,
Director of Corporate Development, General Managers, Assistant Financial
Officers and Assistant Secretaries. The officers of the Corporation shall be
elected annually by the Board of Directors at its meeting held immediately after
the Annual Meeting of the stockholders, and shall hold their respective offices
until their successors are duly elected and qualified. Any two (2) or more
offices may be held by the same person. The Board of Directors may from time to
time appoint such other officers and agents as the interests of the Corporation
may require and may fix their duties and terms of office. Any officer may devote
less than one hundred percent (100%) of his or her working time to his or her
activities as such.
Section 2. The President. The President shall be the chief executive and
operating officer of the Corporation, and shall preside at all meetings of the
stockholders and of the Board of Directors. The President shall have general and
active management of the business and affairs of the Corporation, subject to the
control of the Board, shall see that all orders and resolutions of the Board are
effectuated, and shall have such other powers and duties as the Board assigns to
him. He shall ensure that the books, reports, statements, certificates and other
records of the Corporation are kept, made or filed in accordance with the laws
of the State of Nevada. He shall cause to be called regular and special meetings
of the stockholders and of the Board of Directors in accordance with these
Bylaws. He may sign, execute and deliver in the name of the Corporation all
deeds, mortgages, bonds, contracts or other instruments authorized by the Board
of Directors, except in cases where the signing, execution or delivery thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation or where required by law to be
otherwise signed, executed or delivered. He may sign, jointly with the
Secretary, an Assistant Secretary, the Treasurer, or an Assistant Financial
Officer, certificates of stock of the Corporation. He shall appoint and remove,
employ and discharge, and fix the compensation of all servants, agents,
employees and clerks of the Corporation other than the duly elected or appointed
officers, subject to the approval of the Board of Directors. In addition to the
powers and duties expressly conferred upon him by these Bylaws, he shall, except
as otherwise specifically provided by the laws of the State of Nevada, have such
other powers and duties as shall from time to time be assigned to him by the
Board of Directors.
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Section 3. The Vice President. There may be such Vice Presidents as the
Board of Directors shall determine from time to time, with duties determined by
the Board of Directors. If there is only one Vice President appointed by the
Board, he shall perform, in the absence or disability of the President, the
duties and exercise the powers of the President and shall have such other powers
and duties as the Board or the President assigns to him.
Section 4. The Secretary. The Secretary may sign all certificates of stock
of the Corporation jointly with the President. He shall record all the
proceedings of the meetings of the stockholders and the Board of Directors of
the Corporation in the books to be kept for that purpose. He shall have safe
custody of the seal of the Corporation and, when authorized by the Board, he
shall affix the same to any corporate instrument, and when so affixed he may
attest the same by his signature. He shall keep the transfer books, in which all
transfers of the capital stock of the Corporation shall be registered, and the
stock books, which shall contain the names and addresses of all holders of the
capital stock of the Corporation and the number of shares held by each. He shall
keep the stock and transfer books available during business hours for inspection
by any stockholder and for the transfer of stock. He shall notify the Directors
and stockholders of the respective meetings as required by law or by these
Bylaws of the Corporation. He shall have and perform such other powers and
duties as may be required by law or the Bylaws of the Corporation, or which the
Board or the President may assign to him from time to time.
Section 5. Assistant Secretaries. The Assistant Secretaries shall, during
the absence or incapacity of the Secretary, assume and perform all functions and
duties which the Secretary might lawfully do if present and not under any
incapacity.
Section 6. The Treasurer. Subject to the control of the Board, the
Treasurer shall have the care and custody of the corporate funds and the books
relating thereto. He shall perform all other duties incident to the office of
the Treasurer. He shall have such other powers and duties as the Board or the
President assigns to him from time to time. He shall keep full and accurate
accounts of all receipts and disbursements of the Corporation 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 disburse the funds of the
Corporation as may be ordered by the Board, and shall render to the President or
the Directors, whenever they may require it, an account of all his transactions
as Treasurer and an account of the business and financial position of the
Corporation.
Section 7. Assistant Financial Officers. The Assistant Financial Officers
shall, during the absence or incapacity of the Treasurer, assume and perform all
functions and duties which the Treasurer might lawfully do if present and not
under any incapacity.
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Section 8. Transfer of Duties. The Board of Directors may transfer the
power and duties, in whole or in part, of any officer to any other officer, or
other persons, notwithstanding the provisions of these Bylaws, except as
otherwise provided by the laws of the State of Nevada.
Section 9. Removals. Subject to his or her earlier death, resignation or
removal as hereinafter provided, each officer shall hold his or her office until
his or her successor shall have been duly elected and shall have qualified. Any
officer or agent of the Corporation may be removed from office at any time, with
or without cause, by the affirmative vote of a majority of the entire Board, at
a meeting of the Board of Directors called for that purpose.
Section 10. Resignations. Any officer or agent of the Corporation may
resign at any time by giving written notice of his or her resignation to the
Board of Directors or to the President or Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt, and, unless otherwise specified therein, the acceptance of a
resignation shall not be necessary to make it effective.
Section 11. Vacancies. If the office of President, Secretary or Treasurer
becomes vacant for any reason, the Board of Directors shall choose a successor
to hold such office for the unexpired term. If any other officer or agent
becomes vacant for any reason, the Board of Directors may fill the vacancy, and
each officer so elected shall serve for the remainder of his or her
predecessor's term.
Section 12. Compensation of Officers. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
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ARTICLE V
Contracts, Checks and Notes
Section 1. Contracts. Unless the Board of Directors shall otherwise
specifically direct, all contracts of the Corporation shall be executed in the
name of the Corporation by the President or a Vice President.
Section 2. Checks and Notes. All negotiable instruments of the Corporation
shall be signed by such officers or agents of the Corporation as may be
designated by the Board of Directors.
ARTICLE VI
Provisions Relating to Stock
Certificates and Stockholders
Section 1. Certificates of Stock. Certificates for the Corporation's
capital stock shall be in such form as required by law and as approved by the
Board. Each certificate shall be signed in the name of the Corporation by the
President or any Vice President and by the Secretary, the Treasurer or any
Assistant Secretary or any Assistant Financial Officer and shall bear the seal
of the Corporation or a facsimile thereof. If any certificate is countersigned
by a transfer agent or registered by a registrar, other than the Corporation or
its employees, the signature of any officer of the Corporation may be a
facsimile signature. In case any officer, transfer agent or registrar who shall
have signed or whose facsimile signature was placed on any certificate shall
have ceased to be such officer, transfer agent or registrar before the
certificate shall be issued, it may nevertheless be issued by the Corporation
with the same effect as if he or she were such officer, transfer agent or
registrar at the date of issue.
Section 2. Lost Certificates, etc. The Corporation may issue a new
certificate for shares in place of any certificate theretofore issued by it,
alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of the lost, mutilated, stolen or destroyed certificate, or
his legal representatives, to make an affidavit of that fact and to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss,
mutilation, theft or destruction of the certificate or the issuance of a new
certificate.
Section 3. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 4. Record Date. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or other distribution or the allotment of any
rights, or for the purpose of any other action, the Board may fix in advance, a
record date, which shall be not more than sixty (60) nor less than ten (10) days
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before the date of any such meeting, nor more than sixty (60) days prior to any
other action.
Section 5. Registered Stockholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to, or interest in, such share or shares by any other person, whether or
not it shall have notice thereof, except as expressly provided by the laws of
the State of Nevada.
ARTICLE VII
General Provisions
Section 1. Dividends. To the extent permitted by law, the Board shall have
full power and discretion, subject to the provisions of the Certificate of
Incorporation of the Corporation and the terms of any other corporate document
or instrument binding upon the Corporation, to determine what, if any, dividends
or distributions shall be declared and paid or made. Dividends may be paid in
cash, in property, or in shares of capital stock, subject to the provisions of
the Certificate of Incorporation. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sums
as the Directors think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Directors think conducive to the
interests of the Corporation. The Directors may modify or abolish any such
reserve in the manner in which it was created.
Section 2. Seal. The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Nevada."
Section 3. Fiscal Year. The fiscal year of the Corporation shall be end on
December 31.
Section 4. Voting Shares in Other Corporations. Unless otherwise directed
by the Board, shares in other corporations which are held by the Corporation
shall be represented and voted only by the President or by a proxy or proxies
appointed by him or her.
Section 5. Indemnification.
(a) The Corporation shall indemnify any person who was, or is threatened to
be made, a party to a proceeding (as hereinafter defined) by reason of the fact
that he or she (i) is or was a director, officer, employee or agent of the
Corporation, or (ii) while a director, officer, employee or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee, agent or similar functionary of another corporation,
partnership, joint venture, trust or other enterprise, to the fullest extent
permitted under the Revised Statutes of the State of Nevada, as the same exists
or may hereafter be amended. Such right shall be a contract right and as such
shall run to the benefit of any director or officer who is elected and accepts
the position of director or officer of the Corporation or elects to continue to
serve as a director or officer of the Corporation while this Article VII is in
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effect. The rights conferred above shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, bylaw,
resolution of stockholders or directors, agreement or otherwise.
(b) As used herein, the term "proceeding" means any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, any appeal in such an action, suit or proceeding and any inquiry
or investigation that could lead to such an action, suit or proceeding.
(c) A director or officer of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director or officer, except for liability (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law; or (ii) for the payment of distributions in violation of the Revised
Statutes of the State of Nevada. Any repeal or amendment of this Article VII by
the shareholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation arising from an act or omission occurring prior to
the time of such repeal or amendment. In addition to the circumstances in which
a director or officer of the Corporation is not personally liable as set forth
in the foregoing provisions of this Article VII, a director or officer shall not
be liable to the Corporation or its stockholders to such further extent as
permitted by any law hereafter enacted, including, without limitation, any
subsequent amendment to the Revised Statutes of the State of Nevada.
ARTICLE VIII
Amendments
These Bylaws may be adopted, altered, amended or repealed or new Bylaws may
be adopted by the stockholders, or by the Board of Directors by the Certificate
or Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.
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