Exhibit 3.A
AMENDED AND RESTATED BYLAWS
OF
CDEX INC. (the "Corporation"),
a Nevada corporation
ARTICLE I - OFFICES
The registered office of the Corporation in the State of Nevada shall be located
in the City and State designated in the Articles of Incorporation. The
Corporation may also maintain offices at such other places within or without the
State of Nevada as the Officers and Board of Directors of the Company may, from
time to time, determine.
ARTICLE II - MEETING OF STOCKHOLDERS
Section 1 - Annual Meetings: (Section 78.310)
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The annual meeting of the stockholders of the Corporation shall be held at the
time fixed, from time to time, by the Directors.
Section 2 - Special Meetings: (Section 78.310)
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Special meetings of the stockholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors and shall be held
within or without the State of Nevada.
Section 3 - Place of Meetings: (Section 78.310)
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Meetings of stockholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada as
the Directors may from time to time fix. If no designation is made, the meeting
shall be held at the Corporation's registered office in the state of Nevada.
Section 4 - Notice of Meetings: (Section 78.370)
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(a) Written or printed notice of each meeting of stockholders, whether annual or
special, signed by the president, vice president or secretary, stating the time
when and place where it is to be held, as well as the purpose or purposes for
which the meeting is called, shall be served either personally or by mail, by or
at the direction of the president, the secretary, or the officer or the person
calling the meeting, not less than ten or more than sixty days before the date
of the meeting, unless the lapse of the prescribed time shall have been waived
before or after the taking of such action, upon each stockholder of record
entitled to vote at such meeting, and to any other stockholder to whom the
giving of notice may be required by law. If mailed, such notice shall be deemed
to be given when deposited in the United States mail, addressed to the
stockholder as it appears on the share transfer records of the Corporation or to
the current address, which a stockholder has delivered to the Corporation in a
written notice.
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(b) Further notice to a stockholder is not required when notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to him or her during the period
between those two consecutive annual meetings; or all, and at least two payments
sent by first-class mail of dividends or interest on securities during a
12-month period have been mailed addressed to him or her at his or her address
as shown on the records of the Corporation and have been returned undeliverable.
Section 5 - Quorum: (Section 78.320)
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(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), a quorum shall be
present at all meetings of stockholders of the Corporation, if the holders of a
majority of the shares entitled to vote on that matter are represented at the
meeting in person or by proxy.
(b) The subsequent withdrawal of any stockholder from the meeting, after the
commencement of a meeting, or the refusal of any stockholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(c) Despite the absence of a quorum at any meeting of stockholders, the
stockholders present may adjourn the meeting.
Section 6 - Voting and Acting: (Sections 78.320 & 78.350)
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(a) Except as otherwise provided by law, the Articles of Incorporation, or these
Bylaws, any corporate action, the affirmative vote of the majority of shares
entitled to vote on that matter and represented either in person or by proxy at
a meeting of stockholders at which a quorum is present, shall be the act of the
stockholders of the Corporation.
(b) Except as otherwise provided by statute, the Certificate of Incorporation,
or these bylaws, at each meeting of stockholders, each stockholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.
(c) The stockholders shall not have the right to participate in any
stockholders' meeting by means of conference telephone or similar methods of
communication by which all persons participating in the meeting can hear each
other, and shall only be entitled to participate in any stockholders' meetings
if such stockholder attends in person or acts by written proxy. The Corporation
shall not be required to facilitate the participation by any stockholder in a
stockholders' meeting by conference telephone or similar methods of
communication by which all persons participating in the meeting can hear each
other, nor shall it be required to provide any such equipment.
Section 7 - Proxies: (Section 78.355)
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Each stockholder entitled to vote or to express consent or dissent without a
meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the stockholder himself, his authorized officer,
director, employee or agent or by causing the signature of the stockholder to be
affixed to the writing by any reasonable means, including, but not limited to, a
facsimile signature, or by his attorney-in-fact there unto duly authorized in
writing. Every proxy shall be revocable at will unless the proxy conspicuously
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states that it is irrevocable and the proxy is coupled with an interest. A
telegram, telex, cablegram, or similar transmission by the stockholder, or a
photographic, photostatic, facsimile, shall be treated as a valid proxy, and
treated as a substitution of the original proxy, so long as such transmission is
a complete reproduction executed by the stockholder. If it is determined that
the telegram, cablegram or other electronic transmission is valid, the persons
appointed by the Corporation to count the votes of stockholders and determine
the validity of proxies and ballots or other persons making those determinations
must specie the information upon which they relied. No proxy shall be valid
after the expiration of six months from the date of its execution, unless
otherwise provided in the proxy. Such instrument shall be exhibited to the
Secretary at the meeting and shall be filed with the records of the Corporation.
If any stockholder designates two or more persons to act as proxies, a majority
of those persons present at the meeting, or, if one is present, then that one
has and may exercise all of the powers conferred by the stockholder upon all of
the persons so designated unless the stockholder provides otherwise.
Section 8 - Action Without a Meeting: (Section 78.320)
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Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action to be taken at any annual or special stockholders'
meeting, may be taken without a meeting, without prior notice and without a
vote, if written consents are signed by stockholders representing eighty percent
(80%) of the issued and outstanding shares of the Corporation, except however if
a different proportion of voting power is required by law, the Articles of
Incorporation or these Bylaws, than that proportion of written consents is
required. Such written consents must be filed with the minutes of the
proceedings of the stockholders of the Corporation.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications: (Sections 78.115 &
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78.330)
(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist of not less than one (1), nor more than nine (9), unless and until
otherwise determined by vote of a majority of the entire Board of Directors. The
Board of Directors or stockholders all have the power, in the interim between
annual and special meetings of the stockholders, to increase or decrease the
number of Directors of the Corporation. A Director need not be a stockholder of
the Corporation unless the Certificate of Incorporation of the Corporation or
these Bylaws so require.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation shall be
elected at the first annual stockholders' meeting and at each annual meeting
thereafter, unless their terms are staggered in the Articles of Incorporation of
the Corporation or these Bylaws, by eighty percent (80%) of the votes cast at a
meeting of stockholders, by the holders of shares entitled to vote in the
election.
(c) The first Board of Directors shall hold office until the first annual
meeting of stockholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors. Thereinafter,
Directors will be elected at the annual meeting of stockholders and shall hold
office until the annual meeting of the stockholders three (3) years following
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his election, thereby creating staggered terms of the Board of Directors (so
long as at least one - fourth (1/4) in number of the Directors of the
Corporation are elected at each annual stockholders' meeting), or until his
prior death, resignation or removal. Any Director may resign at any time upon
written notice of such resignation to the Corporation.
(d) All Directors of the Corporation shall have equal voting power unless the
Articles of Incorporation of the Corporation provide that the voting power of
individual Directors or class of Directors are greater than or less than that of
any other individual Directors or classes of Directors, and the different voting
powers may be stated in the Articles of Incorporation or may dependent upon any
fact or event that may be ascertained outside the Articles of Incorporation in
the manner in which the fact or event may operate on those voting powers is
stated in the Article of Incorporation. If the Articles of Incorporation provide
that any Directors have voting power greater than or less than other Directors
of the Corporation, every reference in these Bylaws to a majority or other
proportion of Directors shall be deemed to refer to majority or other proportion
of the voting power of all the Directors or classes of Directors, as may be
required by the Article of Incorporation.
Section 2 - Duties and Powers: (Section 78.120)
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The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation except such as those stated under Nevada
state law, are in the Articles of Incorporation or by the Bylaws, expressly
conferred upon or reserved to the stockholders or any other person or persons
named therein.
Section 3 - Regular Meetings: Notice: (Section 78.310)
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(a) A regular meeting of the Board of Directors shall be held either within or
without the State of Nevada at such time and at such place as the Board shall
fix.
(b) No notice shall be required of any regular meeting of the Board of Directors
and, if given, need not specify the purpose of the meeting; provided, however,
that in case the Board of Directors shall fix or change the time or place of any
regular meeting when such time and place was fixed before such change, notice of
such action shall be given to each director who shall not have been present at
the meeting at which such action was taken within the time limited, and in the
manner set forth in these Bylaws with respect to special meetings, unless such
notice shall be waived in the manner set forth in these Bylaws.
Section 4 - Special Meetings: Notice: (Section 78.310)
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(a) Special meetings of the Board of Directors shall be held at such time and
place as may be specified in the respective notices or waivers of notice
thereof.
(b) Except as otherwise required statute, written notice of special meetings
shall be mailed directly to each Director, addressed to him at his residence or
usual place of business, or delivers orally, with sufficient time for the
convenient assembly of Directors thereat, or shall be sent to him at such place
by telegram, radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the meeting is to be
held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the United States mails, so
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addressed, with postage prepaid. If notice is given by telegram, it shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
A notice, or waiver of notice, except as required by these Bylaws, need not
specify the business to be transacted at or the purpose or purposes of the
meeting.
(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of a adjourned meeting shall
not be required to be given.
Section 5 - Chairperson:
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The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the President shall preside, and in his absence, any
other director chosen by the Board of Directors shall preside.
Section 6 - Quorum and Adjournments: (Section 78.315)
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(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a major of the entire Board, or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Certificate of Incorporation, or these Bylaws.
(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present a time of the adjournment and,
unless the time and place of the adjourned meeting are announced the time of the
adjournment, to the other Directors who were present at the adjourned meeting.
Section 7 - Manner of Acting: (Section 78.315)
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(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as otherwise provided by law, by the Articles of Incorporation, or
these bylaws, actions approved by a majority of the votes of the Directors
present at any meeting of the Board or any committee thereof, at which a quorum
is present shall be the act of the Board of Directors or an committee thereof.
(c) Any action authorized in writing made prior or subsequent to such action, by
all of the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board or committee for all
purposes.
(d) Where appropriate communications facilities are reasonably available, any or
all directors shall have the right to participate in any Board of Directors
meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.
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Section 8 - Vacancies: (Section 78.335)
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(a) Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or other cause,
shall be filled by an affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board or by a sole remaining Director, at any
regular meeting or special meeting of the Board of Directors called for that
purpose except whenever the stockholders of any class or classes or series
thereof are entitled to elect one or more Directors by the Certificate of
Incorporation of the Corporation, vacancies and newly created directorships of
such class or class or series may be filled by a majority of the Directors
elected by such class or classes or series thereof then in office, or by a sole
remaining Director so elected.
(b) Unless otherwise provided for by law, the Articles of Incorporation or these
Bylaws, when one or more Directors shall resign from the board and such
resignation is effective at a future date, a majority of the directors, then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote otherwise to take effect when such resignation or
resignations shall become effective.
Section 9 - Resignation: (Section 78.335)
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A Director may resign at any time by giving written notice of such resignation
to the Corporation.
Section 10 - Removal: (Section 78.335)
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Unless otherwise provided for by the Articles of Incorporation, one or more or
all the Directors of the Corporation may be removed with or without cause at any
time by a vote of eighty percent (80%) of the stockholders entitled to vote
thereon, at a special meeting of the stockholders called for that purpose,
unless the Articles of Incorporation provide that Directors may only be removed
for cause, provided however, such Director shall not be removed if the
Corporation states in its Articles of Incorporation that its Directors shall be
elected by cumulative voting and there are a sufficient number of shares cast
against his or her removal, which if cumulatively voted at an election of
Directors would be sufficient to elect him or her. If a Director was elected by
a voting group of stockholders, only the stockholders of that voting group may
participate in the vote to remove that Director.
Section 11 - Compensation: (Section 78.140)
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The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the Board.
Section 12 - Committees: (Section 78.125)
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Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board of Directors, may from time to time designate from among
its members one or more committees, and alternate members thereof, as they deem
desirable, each consisting of one or more members, with such powers and
authority (to the extent permitted by law and these Bylaws) as may be provided
in such resolution. Unless the Articles of Incorporation or Bylaws state
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otherwise, the Board of Directors may appoint natural persons who are not
Directors to serve on such committees authorized herein. Each such committee
shall serve at the pleasure of the Board and, unless otherwise stated by law,
the Certificate of Incorporation of the Corporation or these Bylaws, shall be
governed by the rules and regulations stated herein regarding the Board of
Directors.
ARTICLE IV -OFFICERS
Section 1 - Number. Qualifications. Election and Term of Office: (Section
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78.130)
(a) The Corporation's officers shall have such titles and duties as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of
a president, secretary and treasurer, and also may have one or more vice
presidents, assistant secretaries and assistant treasurers and such other
officers as the Board of Directors may from time to time deem advisable. Any
officer may hold two or more offices in the Corporation.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
stockholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors three (3) years following his election, and until his successor shall
have been duly elected and qualified, subject to earlier termination by his or
her death, resignation or removal.
Section 2 - Resignation:
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Any officer may resign at any time by giving written notice of such resignation
to the Corporation.
Section 3 - Removal:
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Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time, and any officer
or assistant officer, if appointed by another officer, may likewise be removed
by such officer. However, any such removal must take into consideration existing
contracts that the Corporation has with the officer.
Section 4 - Vacancies:
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A vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of Directors,
may be filled by the Board of Directors.
Section 5 - Compensation:
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The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors.
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ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock: (Section 78.235)
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(a) The shares of the Corporation shall be represented by certificates or shall
be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either manually or
by facsimile), by officers or agents designated by the Corporation for such
purposes, and shall certify the number of shares owned by him in the
Corporation. 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 or agents, the transfer agent or
transfer clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
Corporation uses facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its transfer
agent and registrar may be identical if the institution acting in those dual
capacities countersigns or otherwise authenticates any stock certificates in
both capacities. If any officer who has signed or whose facsimile signature has
been placed upon such certificate, shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issue.
(c) If the Corporation issues uncertificated shares as provided for in these
Bylaws, within a reasonable time after the issuance or transfer of such
uncertificated shares, and at least annually thereafter, the Corporation shall
send the stockholder a written statement certifying the number of shares owned
by such stockholder in the Corporation.
(d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical.
Section 2 - Lost or Destroyed Certificates: (Section 104.8405).
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(a) The Board of Directors may, in their discretion, direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation ("Replacement Certificate") alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed.
(b) As a condition precedent to the authorization and issuance of a new
Replacement Certificate or Certificates, the Board of Directors may, in its
discretion, require from the owner of such lost, stolen, or destroyed
certificate or certificates extra assurances or a pledge of indemnity resulting
from the lost, stolen, or destroyed certificates.
(c) Should the Board of Directors in their discretion determine that more than
the affidavit is needed to protect the Company from potential liability, the
Board of Directors may require the owner of the lost, stolen, or destroyed
certificate or certificates or his legal representative to fulfill one or more
of the following: (i) advertise the loss, theft, or destruction of the
certificate or certificates in a manner as the Board of Directors shall, and/or
(ii) 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.
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Section 3 - Transfers of Shares: (Sections 104.8401, 104.8406 & 104.8416)
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(a) Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney duly authorized by a written power of attorney; and
in the case of shares represented by certificates, only after the surrender to
the Corporation of the certificates representing such shares with such shares
properly endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and the payment of all stock transfer taxes due thereon.
(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, 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 expressly
provided by law.
Section 4 - Record Date: (Sections 78.215 & 78.350)
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(a) The Board of Directors may fix, in advance, which shall not be more than
sixty days before the meeting or action requiring a determination of
stockholders, as the record date for the deter- termination of stockholders
entitled to receive notice of, or to vote at, any meeting of stockholders, or to
consent to any proposal without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for stockholders entitled to notice of meeting shall be at the close
of business on the day preceding the day on which notice is given, or, if no
notice is given, the day on which the meeting is held, or if notice is waived,
at the close of business on the day before the day on which the meeting is held.
(b) The Board of Directors may fix a record date, which shall not precede the
date upon which the resolution fixing the record date is adopted for
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of stockholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action.
(c) A determination of stockholders entitled to notice of or to vote at a
stockholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting.
Section 5 - Fractions of Shares/Scrip: (Section 78.205)
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The Board of Directors may authorize the issuance of certificates or payment of
money for fractions of a share, either represented by a certificate or
uncertificated, which shall entitle the holder to exercise voting rights,
receive dividends and participate in any assets of the Corporation in the event
of liquidation, in proportion to the fractional holdings; or it may authorize
the payment in case of the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be permitted by law,
of scrip in registered or bearer form over the manual or facsimile signature of
an officer or agent of the Corporation or its agent for that purpose,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of stockholder, except as therein provided. The
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scrip may contain any provisions or conditions that the Corporation deems
advisable. If a scrip ceases to be exchangeable for full share certificates, the
shares that would otherwise have been useable as provided on the scrip are
deemed to be treasury shares unless the scrip contains other provisions for
their disposition.
ARTICLE VI - DIVIDENDS (Sections 78.215 & 78.288)
(a) Dividends may be declared and paid out of any funds available therefore, as
often, in such amounts, and at such time or times as the Board of Directors may
determine and shares may be issued pro rata and without consideration to the
Corporation's stockholders or to the stockholders of one or more classes or
series.
(b) Shares of one class or series may not be issued as a share dividend to
stockholders of another class or series unless: (i) so authorized by the
Articles of Incorporation; (ii) a majority of the stockholders of the class or
series to be issued approve the issue; or (iii) there are no outstanding shares
of the class or series of shares that are authorized to be issued.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL (Section 78.065)
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate document.
ARTICLE IX - AMENDMENTS
Section 1 - By Stockholders:
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All Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a vote of seventy-five percent (75%) of the stockholders
of the Corporation, even though these Bylaws may also be altered, amended or
repealed by the Board of Directors.
Section 2 - By Directors: (Section 78.120)
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The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, the Bylaws of the Corporation.
ARTICLE X - WAIVER OF NOTICE (Section 78.375)
Whenever any notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a written waiver signed by the person or persons
entitled to such notice, whether before or after the meeting by any person,
shall constitute a waiver of notice of such meeting.
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ARTICLE XI - INTERESTED DIRECTORS (Section 78.140)
No contract or transaction shall be void or voidable if such contract or
transaction is between the Corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the Board,
or the committee of the stockholders which authorizes the contract or
transaction or his, her or their votes are counted for such purpose, if: (a) the
material facts as to his, her or their relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee and are noted in the minutes of such meeting, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or (b) the material facts as to
his, her or their relationship or relationships or interest or interests and as
to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (c) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee of the
stockholders; or (d) the fact of the common directorship, office or financial
interest is not disclosed or known to the Director or Officer at the time the
transaction is brought before the Board of Directors of the Corporation for such
action. Such interested Directors may be counted when determining the presence
of a quorum at the Board of Directors' or committee meeting authorizing the
contract or transaction.
ARTICLE XII - ANNUAL LIST OF OFFICERS, DIRECTORS
AND REGISTERED AGENT (Sections 78.150 & 78.165)
The Corporation shall, within sixty (60) days after the filing of its Articles
of Incorporation with the Secretary of State, and annually thereafter on or
before the last day of the month in which the anniversary date of incorporation
occurs each year, file with the Secretary of State a list of its president,
secretary and treasurer and all of its Directors, along with the post office box
or street address, either residence or business, and a designation of its
resident agent in the state of Nevada. Such list shall be certified by an
officer of the Corporation.
ARTICLE XIII - ELECTRONIC NOTICE AND SIGNATURE
(Sections 78.370, 78.375 & 719.100)
Section 1 - Electronic Notice: (Section 78.370 & 78.375)
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Any notice of annual or special stockholders meetings or directors meetings, or
for any other corporate purpose, shall be deemed given if: (a) by facsimile
machine, when directed to a number at which the stockholder or director has
consented to receive notice; (b) by electronic mail, when directed to an
electronic mail address at which the stockholder or director has consented to
receive notice; (c) by a posting on an electronic network together with separate
notice to the stockholder or director of the specific posting, upon the later
of: (1) such posting; and (2) the giving of the separate notice; and (d) By any
other form of electronic transmission, when directed to the stockholder or
director. In the absence of fraud, an affidavit of the secretary, assistant
secretary, transfer agent or other agent of the Corporation that the notice has
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been given by a form of electronic transmission is prima facie evidence of the
facts stated in the affidavit. For purposes of these Bylaws, "electronic
transmission" means any form of communication not directly involving the
physical transmission of paper that: (x) creates a record that may be retained,
retrieved and reviewed by a recipient of the communication; and (y) may be
directly reproduced in paper form by the recipient through an automated process.
Section 2 - Electronic Signature: (Section 78.010 & 719.100)
Any action taken by the Board of Directors, the stockholders of the Corporation
or the individual directors, officers, employees or other agents of the
Corporation, which requires a written signature, shall be deemed valid and
binding if made by means of electronic signature. For purposes of these Bylaws,
"electronic signature" means any electronic sound, symbol or process attached to
or logically associated with a record and executed and adopted by a person with
the intent to sign such record.
ARTICLE XIV - INDEMNIFICATION OF OFFICERS AND DIRECTORS
(Sections 78.7502, 78.751, 78.752)
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or 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 expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he:
(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.
2. The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or 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 expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he:
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(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in this Article, or in defense of any claim, issue or
matter therein, the Corporation shall indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense
The foregoing Amended and Restated Bylaws were adopted by the Board of Directors
as of the 27th day of November, 2007.
/s/ Malcolm H. Philips, Jr.
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By: Malcolm H. Philips, Jr.
Its: CEO and Chairman of the Board
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