BY-LAWS
OF
OBN HOLDINGS, INCORPORATED
A NEVADA CORPORATION
ARTICLE ONE
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OFFICES
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Section 1.1 Registered Office - The registered office of this
corporation shall be in the County of Clark, State of Nevada.
Section 1.2. Other Offices - The corporation may also have
offices at such other places both within and without the State of
Nevada as the Board of Directors may from time to time determine or
the business of the corporation may require.
ARTICLE TWO
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MEETINGS OF STOCKHOLDERS
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Section 2.1. Place - All annual meetings of the stockholders
shall be held at registered office of the corporation or at such other
place within or without the State of Nevada as the directors shall
determine. Special meetings of the stockholders may be held at such
time and place within or without the State of Nevada as shall be
stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.
Section 2.2. Annual Meetings - Annual meetings of the
stockholders, commencing with the year 2004, shall be held on the 1st
day of October each year if not legal holiday and if a legal holiday,
then on the next secular day following, or at such other time as may
be set by the Board of Directors from time to time, at which the
stockholders shall elect by vote a Board of Directors and transact
such other business as may properly be brought before the meeting.
Section 2.3. Special Meetings - Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed
by statute or by the Articles of Incorporation, may be called by the
President or the Secretary by resolution of the Board of Directors or
at the request in writing of stockholders owning a majority in amount
of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such request shall state the purpose of the
purposed meeting.
Section 2.4. Notices of Meetings - Notices of meetings shall
be in writing and signed by the President or a Vice-President or the
Secretary or an Assistant Secretary or by such other person or persons
as the directors shall designate. Such notice shall state the purpose
or purposes for which the meeting is called and the time and the
place, which may be within or without this State, where it is to be
held. A copy of such notice shall be either delivered personally to or
shall be mailed, postage prepaid, to each stockholder of record
entitled to vote at such meeting not less than ten nor more than sixty
days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service
thereof shall be complete and the time of the notice shall begin to
run from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice
to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such notice of
and prior to the holding of the meeting it shall not be necessary to
deliver or mail notice of the meeting to the transferee.
Section 2.5. Purpose of Meetings - Business transacted at any
special meeting of stockholders shall be limited to the purposes
stated in the notice.
Section 2.6. Quorum - The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise
provided by statute or by the Articles of Incorporation. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the
meeting as originally notified.
Section 2.7. Voting - When a quorum is present or represented
at any meeting, the vote of the holders of a majority of the stock
having voting power present in person or represented by proxy shall be
sufficient to elect directors or to decide any questions brought
before such meeting, unless the question is one upon which by express
provision of the statutes or of the Articles of Incorporation, a
different vote is required in which case such express provision shall
govern and control the decision of such question.
Section 2.8. Share Voting - Each stockholder of record of the
corporation shall be entitled at each meeting of stockholders to one
vote for each share of stock standing in his name on the books of the
corporation. Upon the demand of any stockholder, the vote for
directors and the vote upon any question before the meeting shall be
by ballot.
Section 2.9. Proxy - At the meeting of the stockholders any
stockholder may be presented and vote by a proxy or proxies appointed
by an instrument in writing. In the event that any such instrument in
writing shall designate two or more persons to act as proxies, a
majority of such persons present at the meeting, or, if only one shall
be present, then that one shall have and may exercise all of the
powers conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the
meeting when required by the inspectors of election. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of
election who shall be appointed by the Board of Directors, or if not
so appointed, then by the presiding officer of the meeting.
Section 2.10. Written Consent in Lieu of Meeting - Any action
which may be taken by the vote of the stockholders at a meeting may be
taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power, unless
the provisions of the statutes or of the Articles of Incorporation
require a greater proportion of voting power to authorize such action
in which case such greater proportion of written consents shall be
required.
ARTICLE THREE
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DIRECTORS
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Section 3.1. Powers - The business of the corporation shall be
managed by its Board of Directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not
by statute or by the Articles of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.
Section 3.2. Number of Directors - The number of directors
which shall constitute the whole board shall be seven (7). The number
of directors may from time to time be increased or decreased to not
less than one, nor more than fifteen by action of the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders and except as provided in Section 2 of this Article, each
director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 3.3. Vacancies - Vacancies in the Board of Directors
including those caused by an increase in the number of directors, may
be filled by a majority of the remaining directors, though lass than a
quorum, or by a sole remaining director, and each director so elected
shall hold office until his successor is elected at an annual or a
special meeting of the stockholders. The holders of two-thirds of the
outstanding shares of stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the
directors by vote at a meeting called for such purpose or by a written
statement filed with the secretary or, in his absence, with any other
officer. Such removal shall be effective immediately, even if
successors are not elected simultaneously and vacancies on the Board
of Directors resulting therefrom shall be filled only by the
stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed
to exist in case of the death, resignation or removal of any
directors, or if the authorized number of directors be increased, or
if the stockholders fail at any annual or special meeting of
stockholders at which any director or directors are elected to elect
the full authorized number of directors to be voted for at that
meeting.
The stockholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors. If the
Board of Directors accepts the resignation of a director tendered to
take effect at a future time, the Board or the stockholders shall have
power to elect a successor to take office when the resignation is to
become effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of
office.
ARTICLE FOUR
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MEETINGS OF THE BOARD OF DIRECTORS
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Section 4.1. Place - Regular meetings of the Board of
Directors shall be held at any place within or without the State which
has been designated from time to time by resolution of the Board or by
written consent of all members of the Board. In the absence of such
designation regular meetings shall be held at the registered office of
the corporation. Special meetings of the Board may be held either at a
place so designated or at the registered office.
Section 4.2. First Meeting - The first meeting of each newly
elected Board of Directors shall be immediately following the
adjournment of the meeting of stockholders and at the place thereof.
No notice of such meeting shall be necessary to the directors in order
legally to constitute the meeting, provided a quorum be present. In
the event such meeting is not so held, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
Section 4.3. Regular Meetings - Regular meetings of the Board
of Directors may be held without call or notice at such time and at
such place as shall from time to time be fixed and determined by the
Board of Directors.
Section 4.4. Special Meetings - Special Meetings of the Board
of Directors may be called by the Chairman or the President or by any
Vice-President or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by
mail or by other form of written communication, charges prepaid,
addressed to him at his address as it is shown upon the records or if
not readily ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company at least forty-eight (48) hours
prior to the time of the holding of the meeting. In case such notice
is delivered as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of holding of the meeting.
Such mailing, telegraphing or delivery as above provided shall be due,
legal and personal notice to such director.
Section 4.5. Notice - Notice of the time and place of holding
an adjourned meeting need not be given to the absent directors if the
time and place be fixed at the meeting adjourned.
Section 4.6. Waiver - The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall
be as valid as though had a meeting duly held after regular call and
notice, if a quorum be present, and if, either before or after the
meeting, each of the directors not present signs a written waiver of
notice, or a consent to holding such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes of the
meeting.
Section 4.7. Quorum - A majority of the authorized number of
directors shall be necessary to constitute a quorum for the
transaction of business except to adjourn as hereinafter provided.
Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors unless a greater number
is required by law or by the Articles of Incorporation. Any action of
a majority, although not at a regularly called meeting, and the record
thereof, if assented to in writing by all of the other members of the
Board shall be as valid and effective in all respects as if passed by
the Board in regular meeting.
Section 4.8. Adjournment - A quorum of the directors may
adjourn any directors meeting to meet again at a stated day and hour;
provided, however, that in the absence of a quorum, a majority of the
directors present at any directors meeting, either regular or special,
may adjourn from time to time until the time fixed for the next
regular meeting of the Board.
ARTICLE FIVE
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COMMITTEES OF DIRECTORS
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Section 5.1. Power to Designate - The Board of Directors may,
by resolution adopted by a majority of whole Board, designate one or
more committees of the Board of Directors, each committee to consist
of one or more of the directors of the corporation which, to the
extent provided in the resolution, shall have and may exercise the
power of the Board of Directors in the management of the business and
affairs of the corporation and may have power to authorize the seal of
the corporation to be affixed to all papers which may require it. Such
committees shall have such name or names as may be determined from
time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may,
whether or not they constitute a quorum, unanimously appoint another
member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. At meetings of such committees, a
majority of the members or alternate members shall constitute a quorum
for the transaction of business, and the act of a majority of the
members or alternate members at any meeting at which there is a quorum
shall be the act of the committee.
Section 5.2. Regular Minutes - The committees shall keep
regular minutes of their proceedings and report the same to the Board
of Directors.
Section 5.3. Written Consent - Any action required or
permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if a written
consent thereto is signed by all members of the Board of Directors or
of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
ARTICLE SIX
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COMPENSATION OF DIRECTORS
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Section 6.1. Compensation - The directors may be paid their
expenses of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall
prelude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like reimbursement and compensation
for attending committee meetings.
ARTICLE SEVEN
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NOTICES
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Section 7.1. Notice - Notices to directors and stockholders
shall be in writing and delivered personally or mailed to the
directors or stockholders at their addresses appearing on the books of
the corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to directors may also be
given by telegram.
Section 7.2. Consent - Whenever all parties entitled to vote
at any meeting, whether of directors or stockholders, consent, either
by a writing on the records of the meeting or filed with the
secretary, or by presence at such meeting and oral consent entered on
the minutes, or by taking part in the deliberations at such meeting
without objection, the doings of such meetings shall be as valid as if
they had occurred at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from
written consent or to the consideration of which no objection for want
of notice is made at the time, and if any meeting be irregular for
want of notice or of such consent, provided a quorum was present at
such a meeting, the proceedings of said meeting may be ratified and
approved and rendered likewise valid and the irregularity of defect
therein waived by a writing signed by all parties having the right to
vote at such meeting; and such consent or approval of stockholders may
be by proxy or attorney, but all such proxies and powers of attorney
must be in writing.
Section 7.3. Waiver of Notice - Whenever any notice whatever
is required to be given under the provisions of the statutes, of the
Articles of Incorporation or of these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE EIGHT
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OFFICERS
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Section 8.1. Appointment of Officers - The officers of the
corporation shall be chosen by the Board of Directors and shall be
President. a Secretary and a Treasurer. Any person may hold two or
more offices.
Section 8.2. Time of Appointment - The Board of Directors at
its first meeting after each annual meeting of stockholders shall
choose a Chairman of the Board who shall be a director, and shall
choose a President, a Secretary and a Treasurer, none of whom need be
directors.
Section 8.3. Additional Officers - The Board of Directors may
appoint a Vice-Chairman of the Board, Vice-Presidents and one or more
Assistant Secretaries and Assistant Treasurers and such other officers
and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
Section 8.4. Salaries - The salaries and compensation of all
officers of the corporation shall be fixed by the Board of Directors.
Section 8.5. Vacancies - The officers of the corporation shall
hold office at the pleasure of the Board of Directors. Any officer
elected or appointed by the Board of Directors. Any vacancy occurring
in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 8.6. Chairman of the Board - The Chairman of the Board
shall preside at meetings of the stockho1ders and the Board of
Directors, and shall see that all orders and reso1utions of the Board
of Directors are carried into effect.
Section 8.7. Vice-Chairman - The Vice-Chairman shall, in the
absence or disability of the Chairman of the Board, perform the duties
and exercise the powers of the Chairman of the Board and shall perform
such other duties as the Board of Directors may from time to time
prescribe.
Section 8.8. President - The President shall be the chief
executive officer of the corporation and shall have active management
of the business of the corporation. He shall execute on behalf of the
corporation all instruments requiring such execution except to the
extent the signing and execution thereof shall be expressly designated
by the Board of Directors to some other officer or agent of the
corporation.
Section 8.9. Vice-President - The Vice-President shall act
under the direction of the President and in the absence or disability
of the President shall perform the duties and exercise the powers of
the President. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time
to time prescribe. The Board of Directors may designate one or more
Executive Vice-Presidents or may otherwise specify the order of
seniority of the Vice-Presidents. The duties and powers of the
President shall descend to the Vice-Presidents in such specified order
of seniority.
Section 8.10. Secretary - The Secretary shall act under the
direction of the President. Subject to the direction of the President
he shall attend all meetings of the Board of Directors and all
meetings of the stockholders and record the proceedings. He shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the
Board of Directors.
Section 8.12. Assistant Secretaries - The Assistant Secretaries
shall act under the direction of the President. In order of their
seniority, unless otherwise determined by the President or the Board
of Directors, they shall, in the absence or disability of the
Secretary, perform such other duties and exercise the powers of the
Secretary. They shall perform such other duties and have such other
powers as the President or the Board of Directors may from time to
time prescribe.
Section 8.12. Treasurer - the Treasurer shall act under the
direction of the President. Subject to the direction of the President
he shall have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. He
shall disburse the funds of the corporation as may be ordered by the
President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or when the Board of directors so
requires, an account of all his transactions as Treasurer and of the
financial condition of the corporation.
Section 8.13. Surety - If required by the Board of Directors,
he shall give the corporation a bond in such sum surety or sureties as
shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to
the corporation.
Section 8.14. Assistant Treasurer - The Assistant Treasurer in
the order of their seniority, unless otherwise determined by the
President or the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer. They shall perform such other duties and have
such other powers as the President or the Board of Directors may from
time to time prescribe.
ARTICLE NINE
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CERTIFICATES OF STOCK
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Section 9. I. Share Certificates - Every stockholder shall be
entitled to have a certificate signed by the President or a Vice-
President and the Treasurer or an Assistant Treasurer, or the
Secretary of the corporation, certifying the number of shares owned by
him in the corporation. If the corporation shall be authorized to
issue more than once class of stock or more than one series of any
class, the designations, preferences and relative, participating,
optional or other special rights of the various classes of stock or
series thereof and the qualifications, limitations or restrictions of
such rights, shall be set forth in full or summarized on the face or
back of certificate which the corporation shall issue to represent
such stock.
Section 9.2. Transfer Agents - If a certificate is signed (a)
by a transfer agent other than the corporation or its employees or (b)
by a registrar other than the corporation or its employees, the
signatures of the officers of the corporation may be facsimiles. In
case any officer who has signed or whose facsimile signature has been
placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same
effect as though the person had not ceased to be such officer. The
seal of the corporation, or a facsimile thereof, may, but need not be,
affixed to certificates of stock.
Section 9.3. Lost or Stolen Certificates - The Board of
directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost or destroyed upon the making of
an affidavit to that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in
such manner as it shall require and/or give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 9.4. Share Transfers - Upon surrender to the
corporation or the transfer agent of the corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duly
of the corporation, if it is satisfied that all provisions of the laws
and regulations applicable to the corporation regarding transfer and
ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.
Section 9.5. Voting Shareholder - The Board of Directors may
fix in advance a date not exceeding sixty (60) days nor less than ten
(10) days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record
date for determination of the stockholders entitled to receive payment
of any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to give such consent, and in
such case, such stockholders, and only such stockholders as shall be
stockholder of record on the date so fixed, shall be entitled to
notice of and to vote at such meeting, or any adjournment thereof, or
to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of
the corporation after any such record date fixed as aforesaid.
Section 9.6. Shareholders Record - The corporation shall be
entitled to recognize the person registered on its books as the owner
of shares to be the exclusive owner for all purposes including voting
and dividends, and the corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of
Nevada.
ARTICLE TEN
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GENERAL PROVISIONS
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Section 10.1. Dividends - Dividends upon the capital stock of
the corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid
in cash, in property or in shares of the capital stock, subject to the
provisions of the Articles of Incorporation.
Section 10.2. Reserves - Before payment of any dividend, there
may be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends or for repairing or
maintaining any property of the corporation or for such other purpose
as the directors shall think conducive to the interest of corporation,
and the directors may modify or abolish any such reserve in the manner
in which it was created.
Section 10.3. Checks - All checks or demands for money and
notes of the corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from
time to time designate.
Section 10.4. Fiscal Year - The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.
Section 10.5. Corporate Seal - The corporation may or may not
have a corporate seal, as may from time to time be determined by
resolution of the Board of Directors. If a corporate seal is adopted,
it shall have inscribed thereon the name of the Corporation and the
words "Corporate Seal" and "Nevada". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE ELEVEN
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INDEMNIFICATION
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Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the
fact that he or a person of whom he is the legal representative is or
was a director or officer of the corporation or is or was serving at
the request of the corporation or for its benefit as a director or
officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be
indemnified and he]d harmless to the fullest extent legally
permissible under the General Corporation Law of the State of Nevada
from time to time against all expenses, liability and loss (including
attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification shall be
a contract right which may be enforced in any manner desired by such
person. Such right of indemnification shall not be exclusive of any
other right which such directors, officers or representatives may have
or hereafter acquire and, without limiting the generality of such
statement, they shall be entitled to their respective rights of
indemnification under any bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this
Article.
The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether
or not the corporation would have the power to indemnify such person.
The Board of Directors may from time to time adopt further Bylaws
with respect to indemnification and may amend these and such Bylaws to
provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Nevada.
ARTICLE TWELVE
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AMENDMENTS
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Section 12.1. By Shareholder - The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to
vote at any annual or special meeting of the stockholders, provided
notice of intention to amend shall have been contained in the notice
of the meeting.
Section 12.2. By Board of Directors - The Board of Directors by
a majority vote of the whole Board at any meeting may amend these
Bylaws, including Bylaws adopted by the stockholders, but the
stockholders may from time to time specify particular provisions of
the Bylaws which shall not be amended by the Board of Directors.
APPROVED AND ADOPTED this 1ST day of February 2003.
_____/s/ Larry Taylor_______
Secretary
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of OBN HOLDINGS,
INCORPORATED, and that the foregoing Bylaws, consisting of 10 pages,
constitute the code of Bylaws of OBN Holdings, Incorporated, as duly
adopted at a regular meeting of the Board of Directors of the
corporation held February 1, 2003.
IN WITNESS WHEREOF, I have hereunto subscribed by name this 1st
day of February, 2003.
_____/s/ Larry Taylor_______
Secretary