EXHIBIT 3.8
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AMENDED AND RESTATED BYLAWS
OF
WI-FI TV, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the corporation in the
State of Nevada shall be designated by the Board of Directors in accordance with
applicable law.
SECTION 2. OTHER OFFICES. The corporation may also have offices in such other
places, both within and without the State of Nevada, as the Board of Directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF ANNUAL MEETINGS. Annual meetings of the stockholders shall
be held at the office of the corporation in the City of Newport Beach, State of
California or at such other place, within or without the State of California, as
shall be designated by the Board of Directors.
SECTION 2. DATE OF ANNUAL MEETINGS; ELECTION OF DIRECTORS. Annual meetings of
the stockholders shall be held at such time and date as the Board of Directors
shall determine. At each such annual meeting, the stockholders of the
corporation shall elect a Board of Directors by plurality vote and transact such
other business as may properly be brought before the meeting in accordance with
Section 12 of this Article II.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, by the Articles of
Incorporation or by these Bylaws, may be called by the President and shall be
called by the President and Secretary at the request in writing of a majority of
the Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting and shall contain the information required in
notices of meetings as described in Section 4 of this Article II.
SECTION 4. NOTICES OF MEETINGS. Notices of meetings of the stockholders shall be
in writing and signed by the President, a Vice President, the Secretary, an
Assistant Secretary, or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the meeting
is called and the time when, and the place where, it is to be held. A copy of
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such notice shall be either delivered personally or shall be mailed, postage
prepaid, to each stockholder of record entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before such meeting. If mailed, it
shall be directed to the stockholder at his address as it appears upon the
records of the corporation, and upon such mailing of any such notice, the
service thereof shall be complete, and the time of the notice shall begin to run
from the date upon which such notice is deposited in the mail for transmission
to such stockholder. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. Notice
delivered or mailed to a stockholder in accordance with the provisions of these
Bylaws and the provisions, if any, of the Articles of Incorporation is
sufficient, and in the event of the transfer of such stockholder's stock after
such delivery or mailing and before the holding of the meeting, it is not
necessary to deliver or mail notice of the meeting to the transferee.
SECTION 5. QUORUM. For proposals presented for approval of stockholders
generally, the holders of a majority of the voting power entitled to vote on
such proposals, represented in person or by proxy, will constitute a quorum for
the purpose of voting on such proposals. For proposals presented for approval
of a single class of the corporation's capital stock voting as a separate class,
the holders of a majority of the voting power of the class entitled to vote on
such proposals, represented in person or by proxy, will constitute a quorum for
the purpose of voting on such proposals. For proposals that are presented for
approval of stockholders generally and also are presented for approval of a
single class of the corporation's capital stock voting as a separate class, the
holders of a majority of the voting power entitled to vote on proposals
presented for approval of stockholders generally, represented in person or by
proxy, together with the holders of a majority of the voting power of the class
entitled to vote on such proposals as a separate class, will constitute a quorum
for the purpose of voting on such proposals. Regardless of whether or not a
quorum is present or represented at any annual or special meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present in person or represented by proxy, provided that when any stockholders'
meeting is adjourned for more than forty-five (45) days, or if after adjournment
a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. At such adjourned meeting at which a quorum shall be present or
represented by proxy, any business may be transacted which might have been
transacted at the meeting as originally noticed.
SECTION 6. VOTE REQUIRED. When a quorum is present or represented at any
meeting, the affirmative vote of the holders of a majority of the voting power
represented in person or by proxy and entitled to vote on a proposal will
constitute the act of the stockholders with regard to that proposal, unless the
proposal is one which, by express provision of applicable law, the Articles of
Incorporation or these Bylaws, requires a different vote, in which case such
express provision shall govern and control the vote on such proposal. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
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SECTION 7. SHARE VOTING. The Shareholders entitled to notice of any meeting or
to vote at any such meeting shall be only those persons in whose name shares
stand on the stock records of the Corporation on the record date determined in
accordance with Section 8 of this Article II.
Voting shall in all cases be subject to the provisions of Chapter 7 of the
Nevada Revised Statutes, Annotated and to the following provisions:
(a) subject to clause (g) of this Section 7, shares held by an
adminis-trator, executor, guardian, conservator or custodian may be voted by
such holder either in person or by proxy, without a transfer of such shares into
the holder's name; and shares standing in the name of a trustee may be voted by
the trustee, either in person or by proxy, but no trustee shall be entitled to
vote shares held by such trustee without a transfer of such shares into the
trustee's name;
(b) shares standing in the name of a receiver may be voted by such receiver;
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into the receiver's name if authority to
do so is contained in the order of the court by which such receiver was
appointed;
(c) subject to the provisions of Section 705 of the Nevada General
Corporation Law, and except where other-wise agreed in writing between the
parties, a share-holder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred;
(d) shares standing in the name of a minor may be voted and the Corporation
may treat all rights incident thereto as exercisable by the minor, in person or
by proxy, whether or not the Corporation has notice, actual or con-structive, of
the minority of such person, unless a guardian of the minor's property has been
expressly appointed and written notice of such appointment delivered to the
Secretary prior to any meeting at which such minor would otherwise be entitled
to attend and vote;
(e) shares of the Corporation standing in the name of another corpo-ration,
domestic or foreign, may be voted by such officer, agent or proxy holder as the
bylaws of such other corporation may prescribe or, in the absence of such
provision, as the board of directors of such other corporation may determine or,
in the absence of such determination, by the chairman of the board, president or
any vice-president of such other corporation, or by any other person authorized
to do so by the board, president or any vice-president of such other
corporation; shares which are purported to be voted or any proxy purported to be
executed in the name of a corporation (whether or not any title of the person
signing is indicated) shall be presumed to be voted or the proxy executed in
accordance with the provisions of this subdivision, unless the contrary is
shown;
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(f) shares of the Corporation owned by any subsidiary shall not be entitled
to vote on any matter;
(g) shares held by the Corporation in a fiduciary capacity, and shares of
the Corporation held in a fiduciary capacity by any subsidiary, shall not be
entitled to vote on any matter, except to the extent that the settlor or
benefi-cial owner possesses and exercises a right to vote or to give the
Corporation binding instructions as to how to vote such shares; and
(h) if shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partner-ship, joint tenants, tenants in common,
husband and wife as community property, tenants by the entirety, voting
trustees, persons entitled to vote under a shareholder voting agreement or
otherwise, or if two or more persons (including proxy-holders) have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:
(i) if only one person votes, such act binds all;
(ii) if more than one person votes, the act of the majority so voting binds
all; and
(iii) if more than one person votes, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
pro rata in accordance with such faction's percentage interest therein
, and if such vote is still evenly split, the effect thereof will be
to cancel out each faction's vote with respect to such matter.
If the instrument so filed or the registration of the shares show that any such
tenancy is held in unequal interests, a majority or even split for the purpose
of this section shall be a majority or even split in interest.
Each Shareholder eligible to vote at any election for a director of the
Corporation (hereinafter referred to as a "Director"), shall be entitled to vote
each of his or her shares for each Director's seat to be filled. Elections need
not be by ballot, provided, however, that all elections for Directors must be by
ballot upon demand made by any eligible Shareholder at the meeting and before
the voting begins.
In any election for Directors, the candidates receiving the highest number of
votes of the shares entitled to be voted at such meeting shall be the duly
elected Directors. Nominees may be put up for vote as Directors either
individually or in slates comprised of two or more such nominees, and the votes
therefor shall be held accordingly.
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SECTION 8. CONDUCT OF MEETINGS. Subject to the requirements of the statutes of
Nevada, and the express provisions of the Articles of Incorporation and these
Bylaws, all annual and special meetings of stockholders shall be conducted in
accordance with such rules and procedures as the Board of Directors may
determine and, as to matters not governed by such rules and procedures, as the
chairman of such meeting shall determine. The chairman of any annual or special
meeting of stockholders shall be designated by the Board of Directors and, in
the absence of any such designation, shall be the President of the corporation.
SECTION 9. PROXIES. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six (6) months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven (7) years from the date of its execution. Subject
to the above, any proxy duly executed is not revoked and continues in full force
and effect until (i) an instrument revoking it or duly executed proxy bearing a
later date is filed with the Secretary of the corporation or, (ii) the person
executing the proxy attends such meeting and votes the shares subject to the
proxy, or (iii) written notice of the death or incapacity of the maker of such
proxy is received by the corporation before the vote pursuant thereto is
counted. No proxy or power of attorney shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the meeting
when required by the inspectors of election.
SECTION 10. ACTION BY WRITTEN CONSENT. Unless otherwise restricted by the
corporation's Articles of Incorporation or by applicable law, any action
required or permitted to be taken at any annual or special meeting of the
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed 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
and shall be delivered to the corporation's Secretary. Prompt notice of the
taking of the corporation action without a meeting by less than unanimous
written consent shall, to the extent required by law, be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of holders to take the action were delivered to the
corporation.
The Board of Directors may fix a record date for the determination of
stockholders entitled to consent to corporate action in writing without a
meeting, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no record date
is set, the record date shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Secretary of the corporation.
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SECTION 11. INSPECTORS OF ELECTION. In advance of any meeting of stockholders,
the Board of Directors may appoint inspectors of election to act at such meeting
and any adjournment thereof. If inspectors of election are not so appointed, or
if any persons so appointed fail to appear or refuse to act, then, unless other
persons are appointed by the Board of Directors prior to the meeting, the
chairman of any such meeting shall appoint inspectors of election (or persons to
replace those who fail to appear or refuse to act) at the meeting. The number of
inspectors shall not exceed three.
The duties of such inspectors shall include: (a) determining the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, and the authenticity, validity and effect of
proxies; (b) receiving votes, ballots or consents; (c) hearing and determining
all challenges and questions in any way arising in connection with the right to
vote; (d) counting and tabulating all votes or consents and determining the
result; and (e) taking such other action as may be proper to conduct the
election or vote with fairness to all stockholders. In the determination of the
validity and effect of proxies, the dates contained on the forms of proxy shall
presumptively determine the order of execution of the proxies, regardless of the
postmark dates on the envelopes in which they are mailed. The inspectors of
election shall perform their duties impartially, in good faith, to the best of
their ability and as expeditiously as is practical. If there are three
inspectors of election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of all. Any report
or certificate made by the inspectors of election is prima facie evidence of the
facts stated therein.
SECTION 12. ACTION AT MEETINGS OF STOCKHOLDERS. No business may be transacted at
an annual meeting of stockholders, other than business that is either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors or (c)
otherwise properly brought before the annual meeting by any stockholder of the
corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 12 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 12.
In addition to any other applicable requirements, for business properly to be
brought before an annual meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Chairman of the Board,
if any, the President, or the Secretary of the corporation.
To be timely, a stockholder's notice which includes a proposal for the company's
annual meeting must be received at the principal executive offices of the
corporation not less than one hundred twenty (120) days before the date of the
company's proxy statement released to shareholders in connection with the
previous year's annual meeting; provided, however, that in the event the company
did not hold an annual meeting the previous year or if the date of this year's
annual meeting has been changed by more than thirty (30) days from the date of
the previous year's meeting, then the deadline is a reasonable time before the
company begins to print and mail its proxy materials. For a stockholder's notice
which includes a proposal for a meeting of stockholders other than a regularly
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scheduled annual meeting, the deadline is a reasonable time before the company
begins to print and mail its proxy materials. Notwithstanding any of the
provisions contained herein, any notice which includes a proposal which seeks
action by the corporation's stockholders at any meeting shall comply with the
guidelines established by Regulation 14A of the Securities Exchange Act of 1934,
as amended, to the extent such regulation is then applicable to the corporation.
To be in proper written form, a stockholder's notice must set forth as to each
matter such stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of such stockholder, (iii) the class or series and number of
shares of capital stock of the corporation which are owned beneficially or of
record by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business and
(v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 12; provided, however, that, once business has been
brought properly before the annual meeting in accordance with such procedures,
nothing in this Section 12 shall be deemed to preclude discussion by any
stockholder of any such business. If the chairman of an annual meeting
determines that business was not brought properly before the annual meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not brought properly before the meeting and such
business shall not be transacted.
Whenever all parties entitled to vote at any meeting consent either by a writing
on the records of the meeting or filed with the Secretary, or by presence at
such meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Whenever any notice whatever is required to be given under the provisions of
Nevada law, of the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
SECTION 13. ADJOURNED MEETING AND NOTICE THEREOF. Any Shareholders' meeting,
whether or not a quorum is present, may be adjourned from time to time by the
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vote of a majority of the shares, the holders of which are either present in
person or represented by a proxy thereat, but in the absence of a quorum (except
as provided in Section 5 of this Article II) no other business may be transacted
at such meeting.
It shall not be necessary to give any notice of the time and place of the
meeting to be reconvened or of the business to be transacted thereat, other than
by announcement at the meeting at which such adjournment is taken; provided,
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however, that when any Shareholders' meeting is adjourned for more than
forty-five (45) days or, if after adjournment a different record date is fixed
as to when the adjourned meeting will be reconvened, notice setting the date of
the reconvened meeting shall be given as in the case of an original meeting.
ARTICLE III
DIRECTORS
SECTION 1. POWERS. Subject to limitations contained in the Articles of
Incorporation of the Corporation as filed with the Secretary of State of the
State of Nevada, and as the same may be amended from time to time in accordance
with applicable law (the "Articles"), in the Bylaws, and in the Nevada Revised
Statutes, Annotated relating to corporate actions requiring approval by the
shareholders, the business and affairs of the Corporation shall be managed and
all corpo-rate powers shall be exercised by or under the direction of the Board.
The Board may delegate the management of the day-to-day operation of the
business of the Corporation to a management company or other person, provided
--------
that the business and affairs of the Corporation shall be managed and all
corpo-rate powers shall be exercised under the ultimate direction and
responsibility of the Board. Without prejudice to such general powers, but
subject to the same limitations, it is hereby expressly declared that the Board
shall have the following powers in addition to the other powers enumerated in
the Bylaws:
(a) to select and remove all officers, agents, and employees of the
Corporation, prescribe powers and duties for them as may not be inconsistent
with law, or with the Articles or these Bylaws, fix their compensation, and
require from them security for faithful service;
(b) to conduct, manage, and control the affairs and business of the
Corporation and to make such rules and regula-tions therefor not inconsistent
with the Articles, these Bylaws or the Nevada Revised Statutes, Annotated, as
they may deem in the best interest of the Corporation;
(c) to adopt, make, and use a corporate seal, and to prescribe the forms of
certificates of stock, and to alter the form of such seal and of such
certificates from time to time as in their judgment they may deem in the best
interest of the Corporation;
(d) to authorize the issuance of shares of stock of the Corporation from
time to time, upon such terms and for such consideration as may be lawful; and
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(e) to borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, such promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations, or other evidences of debt and securities
therefor as may be deemed by the Board necessary or desirable and in the best
interest of the Corporation.
SECTION 2. NUMBER OF DIRECTORS. The exact number of directors that shall
constitute the authorized number of members of the Board shall be no less than
three (3) nor more than eleven (11), all of whom shall be at least 18 years of
age. The authorized number of directors may from time to time be increased or
decreased by resolution of the directors of the corporation amending this
section of the Bylaws in compliance with Article VIII, Section 2 of these
Bylaws. No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his term of office. Except
as provided in Section 3 of this Article III, each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.
SECTION 3. VACANCIES. Vacancies, including those caused by (i) the death,
removal, or resignation of directors, (ii) the failure of stockholders to elect
directors at any annual meeting and (iii) an increase in the number of
directors, may be filled by a majority of the remaining directors though less
than a quorum. The Board shall have power to fill such vacancy or vacancies to
take effect when such resignation or resignations shall become effective, each
director so appointed to hold office during the remainder of the term of office
of the resigning director or directors. The holders of two-thirds of the
outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the directors by vote at a meeting
called for such purpose or by a written statement filed with the Secretary or,
in his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the vacancies
on the Board of Directors resulting therefrom shall be filled only by the
stockholders. The stockholders may elect a director at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
SECTION 4. AUTHORITY. The business of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the Board of
Directors or a committee thereof.
SECTION 5. ELECTION AND TERM OF OFFICE. The Directors shall be elected at each
annual meeting of the Share-holders, but if any such annual meeting is not held
or the Directors are not elected thereat, the Directors may be elected at any
special meeting of the Shareholders held for such purpose. Each Director shall
hold office until the next annual (or, if applicable, special) meeting and until
a successor has been duly elected and qualified.
SECTION 6. MEETINGS. The Board of Directors of the corporation may hold
meetings, both regular and special, at such place, either within or without the
State of Nevada, which has been designated by resolution of the Board of
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Directors. In the absence of such designation, meetings shall be held at the
offices of the corporation in the State of California.
SECTION 7. FIRST MEETING. The first meeting of the newly elected Board of
Directors shall be held immediately following the annual meeting of the
stockholders, and no notice of such meeting to the newly elected directors shall
be necessary in order legally to constitute a meeting, provided a quorum shall
be present. In the event such meeting is not so held, 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.
SECTION 8. REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board.
SECTION 9. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or any Vice President, and
shall be called by the President or Secretary at the written request of two
directors. Written notice of the time and place of special meetings shall be
given to each director (a) personally, by facsimile or by electronic mail, in
each case at least twenty-four (24) hours prior to the holding of the meeting,
or (b) by mail, charges prepaid, addressed to him at his address as it is shown
upon the records of the corporation (or, if it is not so shown on such records
and is not readily ascertainable, at the place at which the meetings of the
directors are regularly held) at least seventy-two (72) hours prior to the
holding of the meeting. Notice by mail shall be deemed to have been given at the
time a written notice is deposited in the United States mail, postage prepaid.
Any other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or twenty-four hours (24) after it is
delivered to a common carrier for overnight delivery to the recipient or, in the
case of electronic mail, twenty-four (24) hours after it is successfully sent to
the recipient. Any notice, waiver of notice or consent to holding a meeting
shall state the time, date and place of the meeting but need not specify the
purpose of the meeting.
Whenever all parties entitled to vote at any meeting consent either by a writing
on the records of the meeting or filed with the secretary, or by presence at
such meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Whenever any notice whatsoever is required to be given under the provisions of
Nevada law, of the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
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SECTION 10. QUORUM. Presence in person of a majority of the Board of Directors,
at a meeting duly assembled, shall be necessary to constitute a quorum for the
transaction of business, and the act of a majority of the directors present and
voting at any meeting at which a quorum is then present, shall be the act of the
Board of Directors, except as may be otherwise specifically provided by the
statutes of Nevada or by the Articles of Incorporation. A meeting at which a
quorum is initially present shall not continue to transact business in the
absence of a quorum. Any action of a majority, although not at a regularly
called meeting, and the record thereof, if assented to in writing by all of the
other members of the Board of Directors, shall be as valid and effective in all
respects as if passed by the Board of Directors in a regular meeting.
SECTION 11. WAIVER. The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though had at
a meeting duly held after regular call and notice, if a quorum be present, and
if, either before or after the meeting, each of the directors not present signs
a written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
SECTION 12. ACTION BY WRITTEN CONSENT. Unless otherwise restricted by the
Articles of Incorporation or by these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or a committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board. Such written consent shall be filed with the minutes of
proceedings of the Board of Directors.
SECTION 13. RIGHTS OF INSPECTION. Every Director shall have the absolute right
at any reasonable time to inspect and copy all books, records, and documents of
every kind and to inspect the physical properties of the Corporation and also of
any subsidiary corporation, domestic or foreign. Such inspection by a Director
may be made in person or by any such Director's agent or attorney, and includes
the right to copy and obtain extracts of any of the foregoing.
SECTION 14. TELEPHONIC MEETINGS. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee designated by the Board of Directors may participate in a meeting of
the Board or committee by means of a conference telephone network or a similar
communications method by which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to the preceding sentence
constitutes presence in person at such meeting.
SECTION 15. ADJOURNMENT. A majority of the directors present at any meeting,
whether or not a quorum is present, may adjourn any directors' meeting to
another time, date and place. If any meeting is adjourned for more than
twenty-four (24) hours, notice of any adjournment to another time, date and
place shall be given, prior to the time of the adjourned meeting, to the
directors who were not present at the time of adjournment. If any meeting is
adjourned for less than twenty-four (24) hours, notice of any adjournment shall
be given to absent directors, prior to the time of the adjourned meeting, unless
the time, date and place is fixed at the meeting adjourned.
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SECTION 16. COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more committees of
the Board of Directors. Such committee or committees shall include at least one
member of the Board of Directors, shall have such name or names, shall have such
duties and shall exercise such powers as may be determined from time to time by
the Board of Directors. The members of any such committee present at any meeting
and not disqualified from voting may, whether or not they constitute a quorum,
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. At meetings of such
committees, a majority of the members or alternate members shall constitute a
quorum for the transaction of business, and the act of a majority of the members
or alternate members at any meeting at which there is a quorum shall be an act
of the committee.
SECTION 17. COMMITTEE MINUTES. The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors.
SECTION 18. COMPENSATION OF DIRECTORS. The directors shall receive such
compensation for their services as directors, and such additional compensation
for their services as members of any committees of the Board of Directors, as
may be authorized by the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. PRINCIPAL OFFICERS. The officers of the corporation shall be elected
by the Board of Directors after its first meeting after each annual meeting of
stockholders and shall be a President, a Secretary and a Treasurer. At that
time, the Board of Directors shall also choose a Chairman of the Board who shall
be a director. A resident agent for the corporation in the State of Nevada shall
be designated by the Board of Directors. Any person may hold more than one
office.
SECTION 2. OTHER OFFICERS. The Board of Directors may also elect a Vice Chairman
of the Board, one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers, and such other officers and 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 of
Directors.
SECTION 3. QUALIFICATION AND REMOVAL. The officers of the corporation mentioned
in Section 1 of this Article IV shall hold office until their successors are
duly elected and qualified. Any such officer and any other officer elected by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors.
SECTION 4. SALARIES. The salaries and compensation of all officers of the
corporation shall be fixed by the Board of Directors.
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SECTION 5. REMOVAL AND RESIGNATION OF OFFICERS. Any officer may be removed,
either with or without cause, by the Board of Direc-tors at any time, or, except
in the case of an officer chosen by the Board, by any officer upon whom such
power of removal may be conferred by the Board. Any such removal shall be
without prejudice to the rights, if any, of the officer under any contract of
employment of the officer.
Any officer may resign at any time by giving written notice to the Corporation,
but without prejudice to the rights, if any, of the Corporation under any
contract to which the officer is a party. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 6. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner
prescribed in these Bylaws for regular election or appointment to such office.
SECTION 7. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
meetings of the stockholders and the Board of Directors, and shall see that all
orders and resolutions of the Board of Directors are carried into effect.
SECTION 8. VICE CHAIRMAN. The Vice Chairman shall, in the absence or disability
of the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties as the Board of
Directors may from time to time prescribe.
SECTION 9. PRESIDENT. The President shall be the chief executive officer of the
corporation and shall have active management of the business of the corporation.
He shall execute on behalf of the corporation all instruments requiring such
execution except to the extent the signing and execution thereof shall be
expressly designated by the Board of Directors to some other officer or agent of
the corporation.
SECTION 10. VICE PRESIDENT. The Vice Presidents shall act under the direction of
the President and in the absence or disability of the President shall perform
the duties and exercise the powers of the President. They shall perform such
other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe. The Board of Directors may designate
one or more Executive Vice Presidents or may otherwise specify the order of
seniority of the Vice Presidents. The duties and powers of the President shall
descend to the Vice Presidents in such specified order of seniority.
SECTION 11. SECRETARY. The Secretary shall act under the direction of the
President. Subject to the direction of the President, he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. Except as otherwise provided by statute, he shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors, and shall perform such other duties as may be prescribed
by the President or the Board of Directors.
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SECTION 12. ASSISTANT SECRETARIES. The Assistant Secretaries shall act under the
direction of the President. In order of their seniority, unless otherwise
determined by the President or the Board of Directors, they 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 President or the Board of Directors may from time to time
prescribe.
SECTION 13. TREASURER. The Treasurer shall act under the direction of the
President. Subject to the direction of the President, he shall have custody of
the corporate funds and securities and shall keep 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 disburse the funds of the corporation as may be ordered by
the President or 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. If required by 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 14. ASSISTANT TREASURER. The Assistant Treasurers in the order of their
seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.
ARTICLE V
STOCK AND STOCKHOLDERS
SECTION 1. ISSUANCE. Every stockholder shall be entitled to have a certificate
signed by the President or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the certificate shall contain a statement setting
forth the office or agency of the corporation from which stockholders may obtain
a copy of a statement or summary of the designations, preferences and relative
or other special rights of the various classes of stock or series thereof and
the qualifications, limitations or restrictions of such rights. The corporation
shall furnish to its stockholders, upon request and without charge, a copy of
such statement or summary.
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SECTION 2. FACSIMILE SIGNATURES. Whenever any certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers of the corporation
may be printed or lithographed upon such certificate in lieu of the actual
signatures. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers of the corporation,
before such certificates shall have been delivered by the corporation, such
certificates may nevertheless be issued as though the person or persons who
signed such certificates, had not ceased to be an officer of the corporation.
SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new stock
certificate to be issued in place of any certificate alleged to have been lost
or destroyed, and may require the making of an affidavit of that fact by the
person claiming the stock certificate to be lost or destroyed. When authorizing
such issue of a new certificate, the Board of Directors may, in its discretion
and as a condition precedent, require the owner of the lost or destroyed
certificate 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 with
respect to the certificate alleged to have been lost or destroyed.
SECTION 4. TRANSFER OF STOCK. Subject to applicable federal and state securities
laws, 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, it shall be the duty of the
corporation to issue a new certificate, cancel the old certificate and record
the transaction upon its books.
SECTION 5. RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action (other than to express consent to corporate action in
writing without a meeting), the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date: (a) in
the case of determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by law,
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting and (b) in the case of any other action (other than to express consent
to corporate action in writing without a meeting), shall not be more than sixty
(60) days prior to such other action.
SECTION 6. REGISTERED STOCK. 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, and to vote as such owner and shall not be bound to recognize
any equitable or other claim to or interest in such share or 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 statutes of Nevada.
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SECTION 7. DIVIDENDS. In the event a dividend is declared, the stock transfer
books will not be closed but a record date will be fixed by the Board of
Directors, and only stockholders of record on that date shall be entitled to the
dividend.
SECTION 8. INSPECTION OF CORPORATE RECORDS.
(a) Any Shareholder or group of Shareholders holding at least five percent
(5%) in the aggregate of the outstanding voting shares of the Corporation, or
who hold at least one percent (1%) of such voting shares and have filed a
Schedule 14B with the United States Securities and Exchange Commission relating
to the election of Directors of the Corporation, shall have an absolute right to
do either or both of the following:
(i) inspect and copy the record of Share-holders' names and addresses, and
their respective shareholdings, during usual business hours upon five
(5) business days' prior written demand upon the Secretary; or
(ii) obtain from the transfer agent, if any, for the Corporation, upon five
(5) business days' prior written demand and upon the tender of its
usual charges for such a list (the amount of which charges shall be
stated to the Shareholder by the transfer agent upon re-quest), a list
of the Shareholders' names and addresses who are entitled to vote for
the election of directors (and their shareholdings), as of the most
recent record date for which it has been compiled or as of a date
specified by the Shareholder subsequent to the date of demand
therefor.
(b) The record of Shareholders shall also be open to inspection and copying
by any Shareholder or holder of a voting trust certificate at any time during
usual business hours upon written demand on the Secretary, for a purpose
reasonably related to such holder's interest as a Shareholder or holder of a
voting trust certificate.
(c) The accounting books and records and minutes of proceedings of the
Shareholders and the Board and committees of the Board shall be open to
inspection upon written demand on the Corporation of any Shareholder or holder
of a voting trust certificate at any reasonable time during usual business
hours, for a purpose reasonably related to such Shareholder's interests as a
Shareholder or as a holder of such voting trust certificate.
(d) Any inspection and copying under this Article V may be made in person or
by any agent or attorney of the person entitled to make such inspection.
SECTION 9. INSPECTION OF BYLAWS. The Corporation shall keep in its principal
executive office the original or a copy of these Bylaws, as the same may be
amended from time to time, which shall be open to inspection by Shareholders at
all reasonable times during office hours. If the principal executive office of
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the Corporation is outside the State of Nevada and the Corpora-tion has no
principal business office in such state, it shall upon the written notice of any
Shareholder furnish to such Shareholder a copy of these Bylaws, as the same
shall be in full force and effect as of the date of such written notice.
ARTICLE VI
INDEMNIFICATION
SECTION 1. DEFINITIONS. For the purposes of this Article, the term "agent"
includes any person who is or was a director, officer, employee, or other agent
of the Corpo-ration, or is or was serving at the request of the Corpo-ration as
a director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation; the term "proceeding" includes any
threatened, pending, or completed action or proceeding, whether civil, criminal,
administrative or investigative; and the term "expenses" includes, without
limitation, attorney's fees and any expenses of establishing a right to
indemnification under Section 4 or Section 5(c) of this Article VI.
SECTION 2. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. The Corporation shall
have power to indemnify any person who was or is a party or is threatened to be
made a party to any proceeding (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was an agent of the
Corporation against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with such proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in the best interests of the Corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of the
Corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.
SECTION 3. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.
The Corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that such person is or was an agent of the Corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person acted in good
faith, in a manner such person believed to be in the best interests of the
Corporation, and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances. No
indem-nification under this Section 3 shall be made:
(a) in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable to the Corporation in the performance of such
person's duty to the Corporation, unless and only to the extent that the court
in which such action was brought shall determine upon application that, in view
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of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for the expenses which such court shall determine;
(b) of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval; or
(c) of expenses incurred in defending a threatened or pending action which
is settled or otherwise disposed of without court approval.
SECTION 4. INDEMNIFICATION AGAINST EXPENSES. To the extent that an agent of
the Corporation has been successful on the merits in defense of any proceeding
referred to in Section 2 or Section 3 of this Article VI, or in defense of any
claim, issue or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by such agent in connection therewith.
SECTION 5. REQUIRED DETERMINATIONS. Except as provided in Section 4 of this
Article VI, any indemnification hereunder shall be made by the Corporation only
if authorized in the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Section 2 or Section 3 of this
Article VI by:
(a) a majority vote of a quorum consisting of Directors who are not parties
to such proceeding;
(b) approval of the Shareholders, with the shares owned by the person to be
indemnified not being entitled to vote thereon; or
(c) any court of competent jurisdiction in which such proceeding is or was
pending upon application made by the Corporation or the agent or the attorney or
other person rendering services in connection with the defense thereof, whether
or not such application by the agent, attorney, or other person is opposed by
the Corporation.
SECTION 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding
may be advanced by the Corporation prior to the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the agent to repay
such amount unless it shall be determined ultimately that the agent is entitled
to be indemnified pursuant to and in accordance with the provisions of this
Article VI.
SECTION 7. OTHER INDEMNIFICATION. No provision made by the Corporation to
indemnify its Directors or officers (or those of any subsidiary thereof) for the
defense of any proceeding, whether contained in the Articles, Bylaws, a
resolution of the Shareholders or Directors, an agreement or otherwise, shall be
valid unless consistent with the provisions of this Article VI. Nothing
contained in this Article VI shall affect any right to indemnification to
which persons other than such Directors and officers may be entitled by contract
or otherwise.
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SECTION 8. FORMS OF INDEMNIFICATION NOT PERMITTED. No indemnification or
advance shall be made under this Article VI, except as provided in Section 4 or
Section 5(c) hereof, in any cir-cumstance where it appears:
(a) that it would be inconsistent with applicable Nevada law, or with any
provision of the Articles, Bylaws, a resolution of the Shareholders or an
agreement in effect at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other amounts
were paid, which prohibits or otherwise limits indemnification; or
(b) that it would be inconsistent with any condition expressly imposed by a
court of competent jurisdiction in approving any settlement or other disposition
of the case.
SECTION 9. INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any agent of the Corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, whether or not the Corporation would have the
power to indemnify the agent against such liability under the provisions of this
Article VI.
SECTION 10. NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS. This
Article does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in such person's
capacity as such, even though such person may also be an agent of the
Corporation as defined in Section 1 of this Article VI. Nothing contained
herein shall limit any right to indemni-fication to which such a trustee,
investment manager, or other fiduciary may be entitled by contract or otherwise
which shall be enforceable to the fullest extent permitted by the Nevada Revised
Statutes, Annotated, any other provision of Nevada law which is or may become
applicable in respect thereof.
ARTICLE VII
GENERAL PROVISIONS
SECTION 1. EXERCISE OF RIGHTS. All rights incident to any and all shares of
another corporation or corporations standing in the name of this corporation may
be exercised by such officer, agent or proxyholder as the Board of Directors may
designate. In the absence of such designation, such rights may be exercised by
the Chairman of the Board or the President of this corporation, or by any other
person authorized to do so by the Chairman of the Board or the President of this
corporation. Except as provided below, shares of this corporation owned by any
subsidiary of this corporation shall not be entitled to vote on any matter.
Shares of this corporation held by this corporation in a fiduciary capacity and
shares of this corporation held in a fiduciary capacity by any subsidiary of
this corporation, shall not be entitled to vote on any matter, except to the
extent that the settlor or beneficial owner possesses and exercises a right to
vote or to give this corporation or such subsidiary binding instructions as to
how to vote such shares.
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Solely for purposes of Section 1 of this Article VII, a "subsidiary" of this
corporation shall mean a corporation, shares of which possessing more than fifty
percent (50%) of the power to vote for the election of directors at the time
determination of such voting power is made, are owned directly, or indirectly
through one or more subsidiaries, by this corporation.
SECTION 2. INTERPRETATION. Unless the context of a section of these Bylaws
otherwise requires, the terms used in these Bylaws shall have the meanings
provided in, and these Bylaws shall be construed in accordance with the Nevada
statutes relating to private corporations, as found in Chapter 78 of the Nevada
Revised Statutes or any subsequent statute.
SECTION 3. ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the provisions of
applicable law, any note, mortgage, evidence of indebtedness, contract, share
certificate, con-veyance, or other document or instrument in writing and any
assignment or endorsements thereof executed or entered into between this
Corporation and any other person, when signed by the Chairman of the Board, the
President or any Vice-President, and the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer of this Corporation shall be valid and
binding on this Corporation in the absence of actual knowledge on the part of
the other person that the officer or officers signing such document or
instrument did not have the authority to sign the same for or on behalf of the
Corporation. Any such documents or instruments may be signed by any other
person or persons and in such manner as from time to time shall be determined by
the Board and, unless so authorized by the Board, no officer, agent, or employee
shall have any power or authority to bind the Corporation by any contract or
engagement whatsoever, or to create any indebtedness of, or pledge its credit,
or to render it liable for any purpose or amount.
SECTION 4. STOCK PURCHASE PLANS. The Corporation may adopt and carry out a
stock purchase plan or agreement or stock option plan or agreement providing for
the issue and sale for such consideration as may be fixed of its unissued
shares, or of issued shares acquired or to be acquired, to one or more of the
employees or Directors of the Corporation or of a sub-sidiary or to a trustee on
their behalf and for the payment for such shares in installments or at one time,
and may provide for aiding any such persons in paying for such shares by
compensa-tion for services rendered, promissory notes, or otherwise.
Any such stock purchase plan or agreement or stock option plan or agreement may
include, among other features, the fixing of eligibility for participation
therein, the class and price of shares to be issued or sold under the plan or
agreement, the number of shares which may be subscribed for, the method of
payment therefor, the reservation of title until full payment therefor, the
effect of the termination of employment and option or obligation on the part of
the Corporation to repur-chase the shares upon termination of employment,
restrictions upon transfer of the shares, the time limits of and termination of
the plan, and any other matters, not in violation of applicable law, as may be
included in the plan as approved or authorized by the Board or any committee of
the Board.
SECTION 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to Shareholders
shall be referred to, and subject to applicable laws in the Nevada Revised
Statutes, Annotated is expressly waived, but nothing herein shall be interpreted
as prohibiting the Board from issuing annual or other periodic reports to the
Shareholders at any time or from time to time.
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ARTICLE VIII
AMENDMENTS
SECTION 1. STOCKHOLDER AMENDMENTS. The Bylaws may be amended by a majority vote
of all the stock issued and outstanding and entitled to vote upon such matter.
SECTION 2. AMENDMENTS BY BOARD OF DIRECTORS. The Board of Directors by unanimous
written consent or by a majority vote of the whole Board at any meeting may
amend these Bylaws, including Bylaws adopted by the stockholders; provided,
however, that the stockholders by majority vote may from time to time specify
particular provisions of the Bylaws which shall not be amended by the Board of
Directors.
ARTICLE IX
ACQUISITION OF CONTROLLING INTEREST
PROVISIONS OF THE NEVADA GENERAL CORPORATION
LAW SHALL NOT APPLY
The provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised
Statutes shall not apply to an acquisition of a controlling interest by Alex
Kanakaris pursuant to an increase in voting rights of the issued and outstanding
shares of Class A Convertible Preferred Stock of the corporation from twenty
(20) non-cumulative votes per share to one hundred (100) non-cumulative votes
per share.
ARTICLE X: EMERGENCY PROVISIONS
SECTION 1. GENERAL. THE PROVISIONS OF THIS ARTICLE X SHALL BE OPERATIVE ONLY
DURING A NATIONAL EMERGENCY DECLARED BY THE PRESIDENT OF THE UNITED STATES OR
THE PERSON PERFORMING THE PRESIDENT'S FUNCTIONS, OR IN THE EVENT OF A NUCLEAR,
ATOMIC, OR OTHER ATTACK ON THE UNITED STATES OR A DISASTER MAKING IT IMPOSSIBLE
OR IMPRACTICABLE FOR THE CORPORATION TO CONDUCT ITS BUSINESS WITHOUT RECOURSE TO
THE PROVISIONS OF THIS ARTICLE X. Said provisions in such event shall override
all other Bylaws of this Corporation in conflict with any provisions of this
Article X, and shall remain operative so long as it remains impossible or
impracticable to continue the business of the Corporation otherwise, but
thereafter shall be inoperative; provided that all actions taken in good faith
--------
pursuant to such provisions shall thereafter remain in full force and effect
unless and until revoked by action taken in accordance with the provisions of
the Bylaws (other than those contained in this Article X).
SECTION 2. UNAVAILABLE DIRECTORS. All Directors of the Corporation who are not
available to perform their duties as Directors by reason of physical or mental
incapacity or for any other reason or who are unwilling to perform their duties
or whose whereabouts are unknown shall automatically cease to be Directors, with
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like effect as if such persons had resigned as Directors, so long as such
unavailability continues.
SECTION 3. AUTHORIZED NUMBER OF DIRECTORS. The author-ized number of Directors
shall be the number of Directors remaining after eliminating those who have
ceased to be Directors pursuant to Section 2 hereof, or the minimum number
required by law, whichever number is greater, until such time as the vacancy
created thereby can be filled, or the applicable provisions of these Bylaws can
be amended to reflect such change.
SECTION 4. QUORUM. The number of Directors necessary to constitute a quorum
shall be one-third of the authorized number of Directors as specified in the
foregoing Section 3, or such other minimum number as, pursuant to the law or
lawful decree then in force, it is possible for the Bylaws of a Corporation to
specify.
SECTION 5. CREATION OF EMERGENCY COMMITTEE. In the event the number of
Directors remaining after eliminating those who have ceased to be Directors
pursuant to Section 2 of this Article VII is less than the minimum number of
authorized Directors required by law, then until the appointment of additional
Directors to make up such required minimum, all the powers and authorities which
the Board could by law delegate, including all powers and authori-ties which the
Board could delegate to a committee, shall be automatically vested in an
emergency committee (the "Emergency Committee"), and the Emergency Committee
shall thereafter manage the affairs of the Corporation pursuant to such powers
and authorities and shall have all such other powers and authorities as may by
law or lawful decree be conferred on any person or body of persons during a
period of emergency.
SECTION 6. CONSTITUTION OF EMERGENCY COMMITTEE. The Emergency Committee shall
consist of all the Directors remain-ing after eliminating those who have ceased
to be Directors pursuant to Section 2 of this Article VII, provided that such
remaining Directors are not less than three (3) in number (unless such lesser
number would otherwise be permissible under applicable law if no emergency
existed). In the event such remaining Directors are less than three (3) in
number (and such number is not otherwise permitted under applicable law), then
the Emergency Commit-tee shall consist of three (3) persons, who shall be the
remaining Director or Directors plus either one (1) or two (2) officers or
employees of the Corporation, as the remaining Director or Directors may in
writing designate. If there is no remaining Director, the Emergency Committee
shall consist of the three (3) most senior officers of the Corporation who are
available to serve, and if and to the extent such officers are not avail-able,
the most senior employees of the Corpo-ration. Seniority shall be determined in
accordance with any designation of seniority in the minutes of the proceedings
of the Board, and in the absence of such designation, shall be determined by the
highest rate of remuneration. In the event that there are no remaining
Directors and no officers or employees of the Corporation available, the
Emergency Committee shall consist of three (3) persons designated in writing by
the Shareholder owning the largest number of shares of record as of the date of
the last record date.
SECTION 7. POWERS OF EMERGENCY COMMITTEE. The Emergency Committee, once
appointed, shall govern its own procedures and shall have power to increase the
number of members thereof beyond the original number, and in the event of a
vacancy or vacancies therein, arising at any time, the remaining member or
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members of the Emergency Committee shall have the power to fill such vacancy or
vacancies. In the event at any time after its appointment, all members of the
Emergency Committee shall die or resign or become unavailable to act for any
reason whatsoever, a new Emergency Committee shall be appointed in accordance
with the foregoing provisions of this Article X.
SECTION 8. DIRECTORS BECOMING AVAILABLE. Any person who has ceased to be a
Director pursuant to the provisions of Section 2 of this Article X and who
thereafter becomes available to serve as a Director shall automatically become a
member of the Emergency Committee.
SECTION 9. ELECTION OF BOARD OF DIRECTORS. The Emergency Committee shall, as
soon after its appointment as is prac-ticable, take all requisite action to
secure the election of a board of directors, and upon such election all the
powers and authorities of the Emergency Committee shall be vested therein, and
the Emergency Committee shall thereafter cease.
SECTION 10. TERMINATION OF EMERGENCY COMMITTEE. In the event, after the
appointment of an Emergency Committee, a sufficient number of persons who ceased
to be Directors pursuant to Section 2 of this Article X become available to
serve as Directors, so that if they had not ceased to be Directors as aforesaid,
there would be enough Directors to constitute the minimum number of Directors
required by law, then all such persons shall automatically be deemed to be
reappointed as Directors, the powers and authorities of the Emergency Committee
shall again be vested in the Board, and the Emergency Committee shall thereafter
cease.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify as follows:
1. I am the duly elected, qualified and acting Secretary of WI-FI TV, INC.,
a corporation organized and existing under the laws of the State of Nevada, (the
"Corporation"); and
2. the above and foregoing Amended and Restated Bylaws, comprising 24 pages,
including this page, constitute the Bylaws of said Corporation, duly adopted and
approved by unanimous written consent of the Board of Directors of said
Corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said Corporation as of this day of December, 2003.
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Rachelle Kuzma
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Rachelle Kuzma, Acting Secretary
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