BYLAWS OF
ATLANTIC CAPITAL VENTURES, INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1.01 Registered Office and Agent. The name of the registered agent and
the location of the registered office of the Corporation in the State of Nevada
shall be Resident Agents of Nevada, Inc. 711 S. Carson St. Carson City, NV
89701, and such information shall be filed in the appropriate office of the
State of Nevada pursuant to applicable provisions of law.
Section 1.02 Corporate Offices. The Corporation may have such corporate offices
within and outside the State of Nevada as the board of directors from time to
time may direct or the Corporation may require. The principal office of the
Corporation may be fixed and so designated from time to time by the board of
directors, but the location or residence of the Corporation in Nevada shall be
deemed for all purposes to be in the county in which its principal office in
Nevada is maintained. The location of the principal office of the Corporation
shall be 1212 Drumbarton Ct Columbus OH 43235.
Section 1.03 Records. The Corporation shall keep correct and complete books and
records of account, minutes of proceedings of its shareholders and board of
directors, and such other or additional records as may be required by law. The
Corporation shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, either within or outside
Nevada, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 2.01 Place of Meeting. All meetings of the shareholders shall be held at
the principal office of the Corporation, unless the board of directors
designates some other place either within or outside the State of Nevada. Unless
specifically prohibited by law any meeting may be held at any place and at any
time and for any purpose if consented to in writing by all of the shareholders
entitled to vote at such meeting.
Section 2.02 Annual Meetings. An annual meeting of the shareholders shall be
held on the 1st day of August of each year, unless notified of an alternate date
in accordance with the provisions of these bylaws, at 3:00 p.m. for the purpose
of electing directors and for the transaction of such other business as may
properly come before it. If such day is a legal holiday, the meeting shall be on
the next business day.
Section 2.03 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president, secretary or by the board of directors, and shall be called by
the president at the request of holders of not less than 10% of all the
outstanding shares of the Corporation entitled to vote at the meeting. No
business other than that specified in the notice of the meeting shall be
transacted at any such special meeting.
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Section 2.04 Notice of Meetings. Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose for
which the meeting is called, shall be delivered not less than ten days nor more
than fifty days before the date of the meeting, either personally or by mail, by
or at the direction of the board of directors, the president, the secretary, or
the officer or person calling the meeting to each shareholder of record entitled
to vote at such meeting; except that, if the authorized shares are to be
increased at least thirty days' notice shall be given.
Section 2.05 Fixing Record Date and Closing Transfer Books. The board of
directors may fix a date not less than ten nor more than fifty days prior to any
meeting as the record date for the purpose of determining shareholders entitled
to notice of and to vote at such meetings, of the shareholders. The transfer
books may be closed by the board of directors for a stated period not to exceed
fifty days for the purpose of determining shareholders entitled to receive
payment of any dividend or in order to make a determination of shareholders for
any other purpose. In the absence of any action by the board of directors, the
date upon which the board of directors adopts the resolution declaring the
dividend shall be the record date.
Section 2.06 Voting Lists. The officers or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of the shareholders, a complete record of the shareholders
entitled to vote at the meeting or any adjournment thereof, arranged in
alphabetical order with the address of, and the number of shares held by each.
The record, for a period of ten days before such meeting, shall be kept on file
at the principal office of the Corporation whether within or outside the State
of Nevada, and shall be subject to inspection by any shareholder for any purpose
germane to the meeting at any time during normal business hours. Such record
shall also be produced and kept open at the time and place of any purpose
germane to the meeting during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to the shareholders who are
entitled to examine the record or transfer books or to vote any meeting of
shareholders.
Section 2.07 Quorum. The holders of a majority of the shares who are entitled to
vote at a shareholders meeting and who are present in person or by proxy shall
be necessary for and shall constitute a quorum for the transaction of business
at such meetings, except as otherwise provided by statute, by the Articles of
Incorporation or these Bylaws. If a quorum is not present or represented at a
meeting of the shareholders, those present in person or represented by proxy
shall have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. At an adjourned meeting where a quorum is present or represented,
any business may be transacted which might have been transacted at the meeting
as originally notified.
Section 2.08 Majority Vote; Withdrawal of Quorum. When a quorum is present at a
meeting, the vote of the holders of a majority of the issued and outstanding
shares having voting power, present in person or represented by proxy, shall
decide any question brought before the meeting, unless the question is one
which, by express provision of the statutes, the Articles of Incorporation or
these Bylaws, requires a higher vote in which case the express provision shall
govern. The shareholders present at a duly constituted meeting may continue to
transact business until adjournment, despite the withdrawal of enough
shareholders holding, in the aggregate, issued and outstanding shares having
voting power to leave less than a quorum.
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Section 2.09 Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided by the proxy. Each proxy
shall be filed with the secretary of the Corporation before or at the time of
the meeting.
Section 2.10 Voting. Each issued and outstanding share is entitled to its
respective vote and each fractional share is entitled to a corresponding
fractional vote on each matter submitted to a vote at a meeting of shareholders.
The vote of a majority of the shares voting on any matter at a meeting of
shareholders at which a quorum is present shall be the act of the shareholders
on that matter, unless the vote of a greater number is required by law, the
Articles of Incorporation, or these Bylaws. Voting on all matters except the
election of directors shall be by voice or by show of hands, unless the holders
of one-tenth of the shares represented at the meeting shall, prior to the voting
on any matter, demand a ballot vote on that particular matter.
(A) Neither treasury shares nor shares held by another Corporation if
the majority of the shares entitled to vote for the election of directors of
such other Corporation is held by the Corporation shall be voted at any meeting
or counted in determining the total number of issued and outstanding shares at
any given time.
(B) Shares standing in the name of another Corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Bylaws of that
Corporation may prescribe, or, in the absence of such provision, as the board of
directors of that Corporation may determine.
(C) Shares held by an administrator, executor, guardian, or
conservator may be voted by him or her, either in person or by proxy, without
the transfer of such shares into his name. Shares standing in the name of a
trustee may be voted by him or her, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him or her without a transfer of the
shares into his or her name.
(D) 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 into his or her name if authority to do so is
contained in an appropriate order of the court by which the receiver was
appointed.
(E) A shareholder 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 transferred.
(F) Redeemable shares which have been called for redemption shall not
be entitled to vote on any matter and shall not be deemed issued and outstanding
shares on and after the date on which written notice of redemption has been
mailed to shareholders and a sum sufficient to redeem such shares has been
deposited with a bank or trust corporation with irrevocable instruction and
authority to pay the redemption price to the holders of the shares upon
surrender of their certificates.
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Section 2.11 Action Without Meeting. Any action required by statute to be taken
at a meeting of the shareholders, or any action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the holders
entitled to vote with respect to the subject matter thereof and such consent
shall have the same force and effect as a unanimous vote of the shareholders.
The consent may be in more than one counterpart so long as each shareholder
signs one of the counterparts. The signed consent, or a signed copy shall be
placed in the minutes book.
Section 2.12 Telephone and Similar Meetings. Shareholders may participate in and
hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a meeting shall constitute presence in person
at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
Section 2.13 Order of Business at Meetings. The order of business at annual
meetings and so far as practicable at other meetings of shareholders shall be as
follows unless changed by the board of directors: (a) call to order; (b) proof
of due notice of meeting; (c) determination of quorum and examination of
proxies; (d) announcement of availability of voting lists; (e) announcement of
distribution of annual statement; (f) reading and disposing of minutes of last
meeting of shareholders; (g) reports of officers and committees; (h) reports of
directors; (1) opening of polls for voting; (m) recess; (n) reconvening, closing
of polls; (o) report of voting inspectors; (p) other business; and (q)
adjournment.
ARTICLE III[
BOARD OF DIRECTORS
Section 3.01 General Powers. The business and affairs of the Corporation shall
be managed by its board of directors. The directors shall in all cases act as a
board of directors, and they may adopt such rules and regulations for the
conduct of their meetings and the management of the Corporation as they deem
proper. Such rules and regulations may not be inconsistent with these Bylaws,
the Articles of Incorporation, and the laws of Nevada.
Section 3.02 Number, Tenure and Qualifications. The number of directors
constituting the board of directors of this Corporation is four. The number of
directors of this Corporation shall not be less than three; except that there
need by only as many directors as there are shareholders in the event that the
issued and outstanding shares are held of record by fewer than three
shareholders. A director shall be elected by the shareholders to serve until the
next annual meeting of shareholders, or until his or her death, or resignation
and his or her successor is elected. A director must be at least eighteen years
of age but need not be a shareholder in the Corporation nor a resident of the
State of Nevada.
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Section 3.03 Change in Number. The number of directors may be increased or
decreased from time to time by amendment to these Bylaws but no decrease shall
have the effect of shortening the term of any incumbent director. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose.
Section 3.04 Election of Directors. The directors shall be elected at the annual
meeting of shareholders and those persons who receive the highest number of
votes shall be deemed to have been elected. Election of directors shall be by
ballot.
Section 3.05 Cumulative Voting. Directors shall be elected by majority vote.
Cumulative voting shall not be permitted.
Section 3.06 Removal of Directors. A meeting called expressly for the purpose of
removing a director, the entire board of directors or any lessor number may be
removed, with or without cause, by a vote of the holders of the majority of the
shares then entitled to vote at an election of directors. If any directors are
so removed, new directors may be elected at the same meeting.
Section 3.07 Resignation. Subject to Section 3.02, a director may resign at any
time by giving written notice to the board of directors, the president, or the
secretary of the Corporation and unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the board of directors or
such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
Section 3,08 Vacancies. A vacancy occurring in the board of directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors remains. A director elected to fill
a vacancy shall be elected for the unexpired term of his or her predecessor in
office. Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting of shareholders or at
a special meeting of the shareholders called for that purpose. A director chosen
to fill a position resulting from an increase in the number of directors shall
holder office until his or her successor(s) shall have been qualified.
Section 3.09 Compensation. By resolution of the board of directors, compensation
may be paid to directors for their services. Also by resolution of the board of
directors, a fixed sum and expenses for actual attendance at each regular or
special meeting of the board of directors may also be paid. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore. Members
of the executive committee or of special or standing committees may, by
resolution of the board of directors, be allowed like compensation for attending
committee meetings.
Section 3.10 First Meeting. The first meeting of a newly elected board shall be
held without further notice immediately following the annual meeting of
shareholders, and it shall be at the same place, unless by unanimous consent of
the directors then electing and serving, the time or place is changed.
Section 3.11 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 of directors.
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Section 3.12 Special Meetings. Special meetings of the board of directors may be
called by the president on three days notice to each director, either personally
or by mail or by telegram. Special meetings shall be called in like manner and
on like notice on the written request of two directors. Except as otherwise
expressly provided by statute, the Articles of Incorporation or these Bylaws,
neither the business to be transacted at, nor the purpose of, any special
meeting need be specified in a notice or waiver of notice.
Section 3.13 Quorum; Majority Vote. At meetings of the board of directors a
majority of the number of directors fixed by these Bylaws shall constitute a
quorum for the transaction of business. The act of a majority of the directors
present at a meeting at which quorum is not present at a meeting of the board of
directors, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting until, a quorum is
present.
Section 3.14 Procedure. The board of directors shall keep regular minutes of its
proceedings. The minutes shall be placed in the minutes book of the Corporation.
Section 3.15 Action Without Meeting. Any action required or permitted to be
taken at a meeting of the board of directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all members
of the board of directors. Such consent shall have the same force and effect as
a unanimous vote at a meeting. The signed consent, or a signed copy, shall be
placed in the minutes book. The consent may be in more than one counterpart so
long as each director signs one of the counterparts.
Section 3.16 Telephone and Similar Meetings. Directors may participate in and
hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a meeting shall constitute presence in person
at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
Section 3.17 Interested Directors and Officers.
(A) No contract or transaction between the Corporation and one or more
of its directors or officers, or any other corporation, firm, association,
partnership or entity in which one or more of its directors or officers are
directors or officers or are financially interested shall be either void or
voidable solely because of such relationship or interest or solely because such
directors or officers are present at the meeting of the board of directors or a
committee thereof which authorizes, approves, or ratifies such contract or
transaction or solely because their votes are counted for such purposes if
(1) the fact of the common directorship or financial interest is
disclosed to or known by the board of directors or committee and noted in the
minutes, and the board or committee which authorizes, approves, or ratifies the
contract or transaction by a vote sufficient for the purpose without counting
the votes or consents of such interested directors; or
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(2) the material facts of such relationship or financial interest
is disclosed to or known by the shareholders entitled to vote thereon and they
authorize, approve or ratify such contract or transaction in good faith by a
majority vote or written consent of shareholders holding a majority of the
shares the votes of the common or interested directors or officers shall be
counted in any such vote of shareholders; or
(3) the contract or transaction is fair and reasonable to the
Corporation.
(B) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 4.01 Designation. The board of directors may from time to time, by
resolution adopted by a majority of the whole board, designate an executive
committee.
Section 4.02 Number; Qualification and Term. The executive committee shall
consist of one or more directors, one of whom shall be the president of the
executive committee. The executive committee shall serve at the pleasure of the
board of directors.
Section 4.03 Authority. The executive committee, to the extent provided in such
resolution, shall have and may exercise all of the authority of the board of
directors in the management of the business and affairs of the Corporation,
including authority over the use of the corporate seal. However, the executive
committee shall not have the authority of the board of directors in reference
to: (a) amending the Articles of Incorporation; (b) approving a plan of merger
or consolidation; (c) recommending to the shareholders the sale, lease or
exchange of all or substantially all of the property and assets for the
corporation other than in the usual and regular course of its business; (d)
recommending to the shareholders a voluntary dissolution of the Corporation or a
revocation thereof; (e) amending, altering, or repealing these Bylaws or
adopting new Bylaws; (f) filling vacancies in or removing members of the board
of directors or of any committee appointed by the board of directors; (g)
electing or removing officers or members of any such committee; (h) fixing the
compensation of any member of such committee; (i) altering or repealing any
resolution of the board of directors which by its terms provides that it shall
not be so amendable or repealable; (i) declaring a dividend; or (k) authorizing
the issuance of shares of the Corporation.
Section 4.04 Change in Number. The number of executive committee members may be
increased or decreased from time to time by resolution adopted by a majority of
the board of directors.
Section 4.05 Removal. Any member of the executive committee may be removed by
the board of directors by the affirmative vote of the majority of the board of
directors, whenever in its judgment the best interests of the Corporation will
be served thereby.
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Section 4.06 Vacancies. A vacancy occurring in the executive committee (by
death, resignation, removal or otherwise) may be filled by the board of
directors in the manner providing for original designation in Bylaw Section
4.01.
Section 4.07 Resignation. A committee member may resign by giving written notice
to the board of directors, the president or the secretary of the Corporation.
The resignation shall take effect at the time specified in it, or immediately if
no time is specified. Unless it specifies otherwise, a resignation takes effect
without being accepted.
Section 4.08 Meetings. Time, place and notice (if any) of executive committee
meetings shall be determined by the executive committee.
Section 4.09 Quorum; Majority Vote. At meetings of the executive committee, a
majority of the number of members designated by the board of directors shall
constitute a quorum for the transaction of business. The act of a majority of
the members present at any meeting at which a quorum is present shall be the act
of the executive committee, except as otherwise specifically provided by
statute, the Articles of Incorporation or these Bylaws. If a quorum is not
present at a meeting of the executive committee, the members present may adjourn
the meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present.
Section 4.10 Compensation. By resolution of the board of directors, compensation
may be paid to members of the executive committee for their services. Also by
resolution of the board of directors, a fixed sum and expenses for actual
attendance at each regular or special meeting of the executive committee may
also be paid.
Section 4.11 Procedure. The executive committee shall keep regular minutes of
its proceedings and report the same to the board of directors when required. The
minutes of the proceedings of the executive committee shall be placed in the
minutes book of the Corporation.
Section 4.12 Action Without Meeting. Any action required or permitted to be
taken at a meeting of the executive committee may be taken without a meeting if
a consent in writing, setting forth the action so taken, is signed by all the
members of the executive committee. Such consent shall have the same force and
effect as a unanimous vote at a meeting. The signed consent, or a signed copy,
shall be placed in the minutes book.
Section 4.13 Telephone and Similar Meetings. Members of the executive committee
may participate in and hold a meeting by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such a meeting shall
constitute presence in person at the meeting, except where a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Section 4.14 Responsibility. The designation of an executive committee and the
delegation of authority to it shall not operate to relieve the board of
directors, or any member thereof; of any responsibility imposed upon it, him or
her by law.
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ARTICLE V
NOTICE
Section 5.01 Method. Whenever by statute, the Articles of Incorporation, these
Bylaws or otherwise, notice is required to be given to a shareholder, director
or committee member, and no provision is made as to how the notice shall be
given, it shall not be construed to mean personal notice, but any such notice
may be given: (a) in writing, by United States mail, certified, return receipt
requested, postage prepaid, addressed to the shareholder, director or committee
member at the address appearing on the books of the Corporation; or (b) in any
other method permitted by law. Any notice required or permitted to be given by
mail shall be deemed given at the time when the same is deposited in the United
States mails.
Section 5.02 Waiver. Whenever by statute, the Articles of Incorporation or these
Bylaws, notice is required to be given to a shareholder, committee member or
director, a waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated in such notice, shall be
equivalent to the giving of such notice. Attendance at a meeting shall
constitute a waiver of notice of such meeting, except where a person attends for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE VI
OFFICERS AND AGENTS
Section 6.01 Number, Qualification; Election; Term.
(A) The Corporation shall have:
(1) a president, a vice president, a secretary and a treasurer,
and
(2) such other officers (including a chairman of the board of
directors and additional Vice Presidents) and assistant
officers and agents as the board of directors may deem
necessary.
(B) No officer or agent need be a shareholder, a director or a
resident of the state of incorporation,
(C) Officers named in Bylaw Section 6.01(A)(1) shall be elected by the
board of directors on the expiration of an officer's term or whenever a vacancy
exists. Officers and agents named in Bylaw Section 601(A)(2) may be elected by
the Board of Directors at any meeting.
(D) Unless otherwise specified by the board of directors at the time
of election or appointment, or in an employment contract approved by the board
of directors, each officer's and agent's term shall end at the first meeting of
directors held after each annual meeting of the shareholders. He shall serve
until the end of his or her term, or if earlier, until his or her death,
resignation or removal.
(E) Any two or more offices may be held by the same person, except
that the president and the secretary shall not be the same person.
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Section 6.02 Election and Term of Office. The officers of the Corporation shall
be elected annually by the board of directors at the first meeting of the board
of directors held after each annual meeting of the shareholders. If the election
of officers shall not be held at such meeting, such election shall be held as
soon thereafter as convenient. Each officer shall hold office until his or her
successor shall have been duly elected and shall have qualified or until his or
her death or until he or she shall resign or shall have been removed in the
manner hereinafter provided.
Section 6.03 Resignation. Any officer may resign at any time by delivering a
written resignation either to the board of directors, the president or the
secretary of the Corporation. The resignation shall take effect at the time
specified therein or immediately if no time is specified. Unless it specifies
otherwise, a resignation takes effect without being accepted.
Section 6.04 Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors, whenever, in its judgment,
the best interest of the Corporation will be served thereby, but such removal
shall be without prejudice to the contractual rights, if any, of the person so
removed.
Section 6.05 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, creation of a new office, or otherwise, may be filled
by the board of directors for the unexpired portion of the term.
Section 6.06 Salaries and Compensation. The salaries or other compensation of
the officers of the Corporation shall be fixed from time to time by the board of
directors, except that the board of directors may delegate to any person or
group of persons the duty of fixing salaries or other compensation by reason of
the fact that he or she is also a director of the Corporation
Section 6.07 Surety Bonds. In the event the board of directors shall so require,
any officer or agent of the Corporation shall execute to the Corporation a bond
in such sums and with such surety or sureties as the board of directors may
direct, conditioned upon the faithful performance of his or her duties to the
Corporation, including responsibility for negligence and for the accounting for
all property, monies, or securities of the Corporation which may come into his
or her hands.
Section 6.08 President.
(A) The president shall be the chief executive and administrative
officer of the Corporation.
(B) The president shall preside at all meetings of the shareholders,
and, in the absence of the chairman of the board of directors, at meetings of
the board of directors.
(C) The president shall exercise such duties as customarily pertain to
the office of the president and shall have general and active supervision over
the property, business and affairs of the Corporation and over its several
officers.
(D) The president may appoint officers, agents, or employees other
than those appointed by the board of directors.
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(E) The president may sign, execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and other obligations, and
shall perform such other duties as may be prescribed from time to time by the
board of directors or by the Bylaws.
Section 6.09 Vice President. The vice president(s) in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and have the
authority and exercise the powers of the president. They shall perform such
other duties and have such other authority and powers as the board of directors
may from time to time prescribe or as the president may from time to time
delegate.
Section 6.10 Secretary.
(A) The secretary shall keep the minutes of all meetings of the
shareholders and of the board of directors and, to the extent ordered by the
board of directors or the president, the minutes of meetings of all committees.
(B) The secretary shall cause notice to be given of meetings of
shareholders, of the board of directors, and of any committee appointed by the
board of directors.
(C) The secretary shall have custody of the corporate seal and general
charge of the records, documents and papers of the Corporation not pertaining to
the performance of the duties vested in other officers, which shall at all
reasonable times be open to the examination of any director.
(D) The secretary may sign or execute contracts with the president in
the name of the Corporation and affix the seal of the Corporation thereto.
(E) The secretary shall perform such other duties as may be prescribed
from time to time by the board of directors or the Bylaws.
Section 6.11 Assistant Secretary. The assistant secretaries in the order of
their seniority, unless otherwise determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and have the
authority and exercise the powers of the secretary. They shall perform other
duties and have such other powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.
Section 6.12 Treasurer.
(A) The treasurer shall have general custody of the collection and
disbursements of funds of the Corporation.
(B) The treasurer shall endorse on behalf of the Corporation for
collection, checks, notes and other obligations, and shall deposit the same to
the credit of the Corporation in such bank or banks or depositories as the board
of directors may direct.
(C) The treasurer may sign, for the president and other persons as may
be designated for the purpose by the board of directors, all bills of exchange
or promissory notes of the Corporation.
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(D) The treasurer shall enter or cause to be entered regularly in the
books of the Corporation a full and accurate account of all monies received and
paid by him or her on account of the Corporation; shall at all times exhibit his
or her books and accounts to any director of the Corporation upon application at
the office of the Corporation during business hours; and, whenever required by
the board of directors or the president, shall render statements of his or her
accounts. The treasurer shall perform such other duties as may be prescribed
from time to time by the board of directors or by the Bylaws.
(E) If the board of directors require, the treasurer shall give bond
for the faithful performance of his or her duties in such sum and with or
without such surety as shall be approved by the board of directors.
Section 6.13 Assistant Treasurer. The assistant treasurers in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and have the
authority and exercise the powers of the treasurer. They shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe or the president may from time to time delegate.
Section 6.14 Registered Agent. The Registered Agent shall serve as the agent of
the Corporation for purposes of receiving service of process or any demand or
notice authorized by law to be served on the Corporation.
Section 6.15 Other Officers. Other officers shall perform such duties and have
such powers as may be assigned to them by the board of directors or the
president.
Section 6.16 Delegation of Duties. If any officer of the Corporation is absent
or unable to act for any other reason the board of directors may deem
sufficient, the board of directors may delegate, for a period of time, some or
all of the functions, duties, powers and responsibilities of any officer to any
other officer, agent or employee of the Corporation or other responsible person,
provided a majority of the whole board of directors concurs therein.
ARTICLE VII
CONTRACTS, LOANS, DEPOSITS AND CHECKS
Section 7.01 Contracts. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances.
Section 7.02 Loans. No loans or advances shall be contracted on behalf of the
Corporation; on negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the Corporation
shall be mortgaged, pledged, hypothecated, or transferred as security for the
payment of any loan, advance, indebtedness or liability of the Corporation
unless and except as authorized by the board of directors. Any such
authorization may be general or confined to specific instances.
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Section 7.03 Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the board of directors may select, or
as may be selected by an officer or agent authorized to do so by the board of
directors.
Section 7.04 Checks and Drafts. All notes, drafts, acceptances, checks,
endorsements, and evidences of indebtedness of the Corporation shall be signed
by such officer or officers, or such agent or agents of the Corporation and in
such manner as the board of directors from time to time may determine.
ARTICLE VIII
CAPITAL STOCK
Section 8.01 Certificates. Certificates representing shares of the Corporation
shall be issued, in such form as the board of directors shall determine, to
every shareholder for the fully paid shares owned by him. These certificates
shall be signed by the. president and the secretary. They shall be consecutively
numbered or otherwise identified; and the name and address of the person to whom
they are issued, with the number of shares and the date of issue, shall be
entered on the stock transfer books of the Corporation.
Section 8.02 Issuance. Shares (both treasury and authorized but unissued) may be
issued for such consideration (not less than par value) and to such persons as
the board of directors may determine from time to time. Shares may not be issued
until the full amount of the consideration, fixed as provided by law, has been
paid.
Section 8.03 Payment of Shares.
(A) The consideration for the issuance of shares shall consist of
money paid, labor done (including the services actually performed for the
Corporation) or property (tangible or intangible) actually received. Neither
promissory notes nor the promise of future services shall constitute payment for
shares.
(B) In the absence of fraud in the transaction, the judgment of the
board of directors as to the value of consideration received shall be
conclusive.
(C) When consideration, fixed as provided by law, has been paid, the
shares shall be deemed to have been issued and shall be considered fully paid
and nonassessable.
(D) The consideration received for shares shall be allocated by the
board of directors, in accordance with law, between stated capital and capital
surplus accounts.
Section 8.04 Subscriptions. Unless otherwise provided in the subscription
agreement, subscriptions for shares, whether made before or after organization
of the Corporation, shall be paid in full at such time or in such installments
and at such times as shall be determined by the board of directors. Any call
made by the board of directors for payment of subscriptions shall be uniform as
to all shares of the same series. In case of default in the payment on any
installment or call when payment is due, the Corporation may proceed to collect
the amount due in the same manner as any debt due the Corporation.
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Section 8.05 Lien. For any indebtedness of a shareholder to the Corporation, the
Corporation shall have a first and prior lien on all shares of its stock owned
by him or her and on all dividends or other distributions declared thereon.
Section 8.06 Lost, Stolen or Destroyed Certificates. The Corporation shall issue
a new certificate in place of any certificate for shares previously issued if
the registered owner of the certificate: (a) makes proof in affidavit form that
it has been lost, destroyed or wrongfully taken; (b) requests the issuance of a
new certificate before the Corporation has notice that the certificate has been
acquired by a purchaser for value in good faith and without notice of an adverse
claim; (c) gives a bond in such form, and with such surety or sureties, with
fixed or open penalty, as the Corporation may direct, to indemnify the
Corporation (and its transfer agent and registrar, if any) against any claim
that may be made on account of the alleged loss, destruction or theft of the
certificate; and (d) satisfies any other reasonable requirements imposed by the
Corporation. When a certificate has been lost, apparently destroyed or
wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after he or she has notice of it, and the Corporation
registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any
claim against the Corporation for the transfer or for a new certificate.
Section 8.07 Registration of Transfer. The Corporation shall register the
transfer of a certificate for shares presented to it for transfer if (a) the
certificate is properly endorsed by the registered owner or by his or her duly
authorized attorney; (b) the signature of such person has been notarized and
reasonable assurance is given that such endorsements are effective; (c) the
Corporation has no notice of an adverse claim or has discharged any duty to
inquire into such a claim; (d) any applicable law relating to the collection of
taxes has been complied with; and (e) there is an opinion of counsel
satisfactory to counsel of the Corporation that such transfer is made in
accordance with all federal and state securities regulations.
Section 8.08 Registered Owner. Prior to due presentment for registration of
transfer of a certificate for shares, the Corporation may treat the registered
owner as the person exclusively entitled to vote, to receive notices and
otherwise to exercise all the rights and powers of a shareholder.
Section 8.09 Transfer of Shares. Transfer of shares of the Corporation shall be
made only in the stock transfer books of the Corporation by the holder of record
thereof or by his or her legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney therein authorized by power of
attorney duly executed and filed with the secretary of the Corporation and on
surrender for cancellation of the certificate for such shares. The person in
whose name the shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes by the stock transfer
books shall be in the possession of the secretary or transfer agent or clerk of
the Corporation.
Section 8.10 Transfer Agent and Registrar. By resolution of the board of
directors, the Corporation may from time to time appoint a transfer agent, and,
if desired, a registrar, who will perform his or her duties in accordance with
the terms and conditions the board of directors deems advisable; provided,
however, that until and unless the board of directors appoints some other
person, firm or Corporation as its transfer agent, the secretary of the
Corporation shall act as transfer agent without the necessity of any formal
action of the board of directors and he or she shall perform all of the duties
thereof:
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ARTICLE IX
INDEMNIFICATION
Section 9.01 Indemnification.
(A) No officer or director shall be personally liable for any
obligations of the Corporation or for any duties or obligation of the
Corporation or for any duties or obligations arising out of any actions or
conduct of such officer or director performed for or on behalf of the
Corporation.
(B) The Corporation shall and does hereby indemnify and hold harmless
each person and his or her heirs and administrators who shall serve at any time
hereafter as a director or officer of the Corporation from and against any and
all claims, judgments and liabilities to which such person shall become subject
by reason of his or her having heretofore or hereafter been a director or
officer of the Corporation or by reason of any action alleged to have heretofore
or hereafter been taken or admitted to have been taken by him or her as such
director or officer, and shall reimburse each such person for all legal and
other expenses reasonably incurred by him or her in connection with any such
claim or liability, including power to defend such person from all suits or
claims as provided for under the laws of the State of Nevada; provided, however,
that no such person shall be indemnified against, or be reimbursed for, any
expense incurred in connection with any claim or liability arising out of his or
her negligence or willful misconduct. The rights accruing to any person under
the foregoing provisions of this section shall not exclude any other right to
which he or she may lawfully be entitled, nor shall anything herein contained
restrict the right of the Corporation to indemnify or reimburse such person in
any proper case, even though not specifically herein provided. The Corporation,
its directors, officers, employees and agents shall be fully protected in taking
any action or making any payment in reliance upon the advice of counsel.
Section 9.02 Other Indemnification. The indemnification herein provided shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any Bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such person.
Section 9.03 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation or is or who was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the power to
indemnify him or her against liability under the provisions of this section or
of the laws of the State of Nevada.
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Section 9.04 Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the Corporation by its board
of directors, in lieu of such indemnity, to settle any claim, action, suit or
proceeding at the expense of the Corporation by the payment of the amount of
such settlement and the cost and expense incurred in connection therewith.
ARTICLE X
GENERAL PROVISIONS
Section 10.01 Dividends and Reserves.
(A) Subject to statute, the Articles of Incorporation and these
Bylaws, dividends may be declared by the board of directors at any regular or
special meeting and may be paid in cash, in property, or in shares of the
Corporation. The declaration and payment shall be at the discretion of the board
of directors.
(B) By resolution, the board of directors may create such reserve
or reserves out of the earned surplus of the Corporation as the directors from
time to time, in their discretion, think proper to provide for contingencies, or
to equalize dividends, or to repair or maintain any property of the Corporation,
or for any other purpose they think beneficial to the Corporation. The directors
may modify or abolish any such reserve in the manner in which it was created.
Section 10.02 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
shareholders and board of directors, and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each.
Section 10.03 Annual Statement. The board of directors shall mail to each
shareholder of record, at least ten days before each annual meeting a full and
clear statement of the business and condition of the Corporation, including a
reasonably detailed balance sheet, income statement, surplus statement, and
statement of changes in financial position, for the last fiscal year and for the
prior fiscal year, all prepared in conformity with generally accepted accounting
principals applied on a consistent basis.
Section 10.04 Checks and Notes. Checks, demands for money and notes of the
Corporation shall be signed by officer(s) or other person(s) designated from
time to time by the board of directors.
Section 10.05 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.
Section 10.06 Seal. The corporate seal of the Corporation (of which there may be
one or more exemplars) shall contain the name of the Corporation and the name of
the state of incorporation. The seal may be used by impressing it or reproducing
a facsimile of it, or otherwise.
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Section 10.07 Amendment of Bylaws.
(A) These Bylaws may be altered, amended or repealed at any
meeting of the board of directors at which a quorum is present, by the
affirmative vote of a majority of the directors present at such meeting,
provided notice of the proposed alteration, amendment, or repeal is contained in
the notice of the meeting.
(B) These Bylaws may also be altered, amended or repealed at any
meeting of the shareholders at which a quorum is present or represented, by the
affirmative vote of the holders of a majority of the shares present or
represented at the meeting and entitled to vote thereat, provided notice of the
proposed alteration, amendment or repeal is contained in the notice of the
meeting.
Section 10.08 Construction. Whenever the context so requires, the masculine
shall include the feminine and neuter, and the singular shall include the
plural, and conversely. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible: (a) the remainder of
these Bylaws shall be considered valid and operative and (b) effect shall be
given to the intent manifested by the portion held invalid or inoperative.
Section 10.09 Table of Contents; Headings. The table of contents and headings
are for organization, convenience and clarity. In interpreting these Bylaws,
they shall be subordinated in importance to the other written material.
Section 10.10 Relation to Articles of Incorporation. These Bylaws are subject to
and governed by the Articles of Incorporation.
Adopted by the directors on this day of October, 1999.
/s/ Joel R Shine
---------------------------------
Joel R Shine, Secretary
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