BYLAWS
OF
SWEET SPOT GAMES, INC.
ARTICLE 1
CORPORATE OFFICES
Section 1.1 Registered Office
The registered office of SWEET SPOT GAMES, INC. (the "Corporation") will be
in Nevada. The name of the registered agent of the Corporation at such location
is Silver Shield Services, Inc. until such time as the Board shall appoint
another registered agent and registered office.
Section 1.2 Principal Place of Business and Other Offices
The Corporation's principal place of business will be determined by the
Board of Directors. The Board of Directors from time to time may establish
other offices at any place or places where the Corporation is qualified to do
business.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.1 Place of Meetings
Meetings of stockholders will be held at any place, within or outside of
the State of Nevada, designated by the Board of Directors.
Section 2.2 Annual Meeting
(a) Except as otherwise required by law or regulation, no business
proposed by a stockholder to be considered at an annual meeting of the
stockholders (including the nomination of any person to be elected as a
director of the Corporation) will be considered by the stockholders at that
meeting unless, no later than sixty (60) days before the annual meeting of
stockholders or (if later) ten (10) days after the first public notice of that
meeting is sent to stockholders, the Corporation receives from the stockholder
proposing that business a written notice that sets forth: (1) the nature of the
proposed business with reasonable particularity, including the exact text of
any proposal to be presented for adoption, and the reasons for conducting that
business at the annual meeting; (2) with respect to each such stockholder, that
stockholder's name and address (as they appear on the records of the
Corporation), business address and telephone number, residence address and
telephone number, and the number of shares of each class of stock of the
Corporation beneficially owned by that stockholder; (3) any interest of the
stockholder in the proposed business; (4) the name or names of each person
nominated by the stockholder to be elected or re-elected as a director, if any;
and (5) with respect to each nominee, that nominee's name, business address and
telephone number, and residence address and telephone number, the number of
shares, if any, of each class of stock of the Corporation owned directly and
beneficially by that nominee, and all information relating to that nominee that
is required to be disclosed in solicitations of proxies for elections of
directors, or is other required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, or any provision of law
subsequently replacing Regulation 14A, together with a duly acknowledged letter
signed by the nominee stating his or her acceptance of the nomination by that
stockholder, stating his or her intention to serve as a director if elected,
and consenting to being named as a nominee for director in any proxy statement
relating to such election. The person presiding at the annual meeting will
determine whether business (including the nomination of any person as a
director) has been properly brought before the meeting and, if the facts so
warrant, will not permit any business (or voting with respect to any particular
nominee) to be transacted that has not been properly brought before the
meeting. Notwithstanding any other provision of the Corporation's Certificate
of Incorporation (the "Certificate of Incorporation") or any provision of law
that might otherwise permit a lesser or no vote, and in addition to any
affirmative vote of the holders of any particular class or series of the
capital stock of the Corporation required by law or by the Certificate of
Incorporation, the affirmative vote of the holders of not less than 50.1% of
the voting power of the then outstanding shares of capital stock entitled to
vote thereon (the "Voting Stock"), voting together as a single class, will be
required to amend or repeal, or to adopt a provision inconsistent with, this
Section 2.2.
(b) Annual meetings of stockholders will be held at such date and time
as will be designated by the Board of Directors and stated in the notice of the
meeting.
(c) At each annual meeting of stockholders, the stockholders, voting as
provided in the Certificate of Incorporation or in these Bylaws, will elect
directors to succeed directors whose terms are expiring, each such director to
hold office until his or her successor is elected and qualified or until his or
her earlier death, resignation or removal.
Section 2.3 Special Meetings
A special meeting of stockholders may be called at any time by: (a) the
Board of Directors; (b) the Chairman of the Board; (c) the President; (d) the
Chief Executive Officer; or (e) one or more stockholders holding shares in the
aggregate entitled to cast not less than 30 percent of the votes at the
meeting.
Section 2.4 Notice of Meetings
All notices of meetings of stockholders will be in writing and will be
given in accordance with Section 2.5 of these Bylaws to each stockholder
entitled to vote at such meeting not fewer than 10 nor more than 60 days before
the date of the meeting. The notice will specify the place, date and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.
Section 2.5 Manner of Giving Notice; Affidavit of Notice
Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation. An
affidavit of the Secretary, an Assistant Secretary or of the transfer agent of
the Corporation that the notice has been given will, in the absence of fraud,
be prima facie evidence of the facts stated in the affidavit.
Section 2.6 Quorum; Adjournment
(a) A majority of the voting power, which includes the voting power that is
present in person or by proxy, regardless of whether the proxy has authority to
vote on all matters, constitutes a quorum for the transaction o business,
except as otherwise provided by applicable law or by the Certificate of
Incorporation. If, however, such quorum is not present or represented at any
meeting of stockholders, then either: (i) the chairman of the meeting; or (ii)
the stockholders entitled to vote at the meeting, present in person or
represented by proxy, by majority vote, will have the power to adjourn the
meeting from time to time. The stockholders present or represented at a duly
called and convened meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
(b) Unless these Bylaws otherwise require, when a meeting is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken. The Corporation may transact any business at the
adjourned meeting at which a quorum is present or represented that might have
been transacted at the original meeting. If the adjournment is for more than 30
days, or if, after the adjournment, a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting will be given to each
stockholder of record entitled to vote at the meeting.
Section 2.7 Voting
(a) Except as may be otherwise provided by law, the Certificate of
Incorporation, or these Bylaws, each stockholder will be entitled to one vote
on any matter submitted to stockholders for each share of capital stock
standing in the holder's name on the books of the Corporation.
(b) Action by the stockholders on a matter other than the election of
directors is approved if the number of votes cast in favor of the action
exceeds the number of votes cast in opposition to the action. Voting at
meetings of stockholders, including with respect to the election of directors,
need not be by written ballot. Unless otherwise provided by law, the
Certificate of Incorporation or these Bylaws, when a quorum is present or
represented at any meeting, in all matters other than the election of
directors, the affirmative vote of the majority of shares present in person or
represented by proxy and entitled to vote on the subject matter will be the act
of the stockholders, and all such acts will be valid and binding upon the
Corporation.
Section 2.8 Waiver of Notice
Notice of the time, place and purpose of any meeting of stockholders may be
waived in writing, signed by the person entitled to notice, either before or
after such meeting, and a stockholder's attendance at a meeting waives
objection to lack of notice or defective notice of the meeting, unless the
stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting because the meeting is not lawfully called
or convened.
Section 2.9 Action by Written Consent
(a) Except as otherwise provided by applicable law, any action required
or permitted to be taken at any annual or special meeting of stockholders of
the Corporation may be taken without a meeting, without prior notice and
without a vote if a consent or consents in writing, setting forth the action so
taken, will be signed by a majority in interest of the holders of outstanding
capital stock of the Corporation entitled to vote on such actions and such
consent or consents are delivered to the Corporation in accordance with
78.320 of the Nevada Revised Statutes, as amended.. Every written consent will
bear the date of signature of each stockholder who signs the consent. No
written consent will be effective unless, within 60 days of the earliest dated
consent delivered in the manner required by this Section 2.9, written consents
signed by the holders of sufficient outstanding shares to authorize or take
such action are delivered to the Corporation in accordance with this Section
2.9.
(b) In no instance where action is authorized by written consent need a
meeting of stockholders be called or notice given.
Section 2.10 Record Date for Stockholder Notice
(a) The Board of Directors may fix, in advance, a record date, which:
(i) in the case of determining the stockholders entitled to vote at any meeting
of stockholders or adjournment thereof, will not be before the date the Board
of Directors adopts the resolution fixing the record date and will not be more
than 60 nor fewer than 10 days before the meeting date; (ii) in the case of
determining stockholders entitled to consent to corporate action in writing
without a meeting, will not be before and will not be more than 10 days after
the date the Board of Directors adopts the resolution fixing the record date;
and (iii) in the case of other action, will not be before the date the Board of
Directors adopts the resolution fixing the record date and will not be more
than 60 days prior to such action.
(b) If the Board of Directors does not so fix a record date: (i) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders will be at the close of business on the day next
preceding the day notice is given, or if notice is waived, at the close of
business on the day next preceding the day upon which the meeting was held;
(ii) the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting when no prior action of the
Board of Directors is required by law, will be the first date on which a signed
written consent is properly delivered to the Corporation, or if prior action of
the Board of Directors is required by law, will be at the close of business on
the day on which the Board of Directors adopts the resolution taking such prior
action; and (iii) the record date for determining stockholders for any other
purpose will be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders will apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 2.11 Proxies
Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by a written proxy, signed
by the stockholder and filed with the Secretary of the Corporation, but no such
proxy will be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A proxy will be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. A telegraphic transmission or otherwise must
set forth or be submitted with information from which it can be determined that
the appointment was authorized by the stockholder. If it is determined that a
telegram, cablegram, or other electronic transmission is valid, the inspectors
of election or, if there are no inspectors, the other persons making that
determination will specify the information upon which they relied to make that
determination.
An appointment of a proxy or proxies for shares held jointly by two or more
stockholders is valid if signed by any one of them, unless and until the
Corporation receives from any one of those stockholders written notice denying
the authority of such other person or persons to appoint a proxy or proxies or
appointing a different proxy or proxies, in which case no proxy will be
appointed unless the instrument will otherwise provide. No proxy will be voted
or acted upon after three (3) years from its date, unless the proxy provides
for a longer period. Subject to the above, any duly executed proxy will
continue in full force and effect and will not be revoked unless written notice
of its revocation or a duly executed proxy bearing a later date is filed with
the Secretary of the Corporation. A proxy is irrevocable if it states that it
is irrevocable and is coupled with an interest sufficient in law to support an
irrevocable power.
Section 2.12 List of Stockholders Entitled to Vote
The transfer agent or the officer in charge of the stock ledger will
prepare and make, at least 10 days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Nothing contained in this
Section 2.12 will require the Corporation to include electronic mail addresses
or other electronic contact information on such list. Such list will be open to
the examination of any stockholder, for any purpose germane to the meeting for
a period of at least 10 days prior to the meeting (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting, or (ii) during
ordinary business hours, at the principal place of business of the Corporation.
In the event that the Corporation determines to make the list available on an
electronic network, the Corporation may take reasonable steps to ensure that
such information is available only to stockholders of the Corporation. If the
meeting is to be held at a place, then the list will be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held
solely by means of remote communication, then the list will also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to
access such list will be provided with the notice of the meeting. The stock
ledger will be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.
Section 2.13 Conduct of Meetings
The Chief Executive Officer, or the President if no Chief Executive Officer
is appointed, or in the absence of the foregoing persons, a chairman designated
by the Board of Directors, or, in the absence of such designation, a chairman
chosen at the meeting, will call to order and preside over meetings of
stockholders. The Secretary will act as secretary of the meeting, but in his
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting. The chairman of any meeting of stockholders will determine the
order of business and the procedures at the meeting, including such matters as
the regulation of the manner of voting and conduct of business.
Section 2.14 Inspector(s) of Elections
The Chief Executive Officer, or the President if no Chief Executive Officer
is appointed, will, in advance of any meeting of stockholders, appoint one or
more inspectors of election to act at the meeting in accordance with applicable
law and to make a written report on the meeting.
ARTICLE 3
DIRECTORS
Section 3.1 Powers
The powers of the Corporation will be exercised, its business conducted and
its property controlled by the Board of Directors, except as may be otherwise
provided by law or by the Certificate of Incorporation or these Bylaws.
Section 3.2 Number
Except as otherwise may be provided in the Certificate of Incorporation,
the authorized number of directors of the Corporation will be not less than one
(1) nor more than five (5). The number of directors will be fixed from time to
time by resolution of the Board of Directors.
Section 3.3 Compensation
Directors will be entitled to such compensation for their services as may
be approved by the Board of Directors, including, without limitation, a fixed
sum and expenses of attendance, if any, for attendance at each regular or
special meeting of the Board of Directors and at any meeting of a committee of
the Board of Directors. Nothing herein contained will be construed to preclude
any director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefore.
Section 3.4 Election, Qualification and Term of Office
At each annual meeting of stockholders, directors of the Corporation will
be elected by a plurality of the votes of the shares present in person or
represented by proxy and entitled to vote on the election of directors at such
annual meeting. Directors will hold office until the next annual meeting of
stockholders, and until their successors have been duly elected and qualified,
or until their earlier death, resignation or removal.
Section 3.5 Resignation
Any director may resign at any time upon delivering written notice to the
Chief Executive Officer or Secretary. Unless the notice specifies a later
effective date, a resignation is effective at the earliest of the following:
(i) when received; (ii) five days after its deposit in the United States mail,
postage prepaid and correctly addressed, as evidenced by the postmark; or (iii)
on the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested and the receipt is signed by or on behalf of the
addressee. Unless otherwise specified in the written notice of resignation,
acceptance of the resignation will not be necessary to make it effective. Once
delivered, a notice of resignation is irrevocable unless revocation is
permitted by the Board of Directors.
Section 3.6 Removal
(a) Unless otherwise restricted by applicable law, the Certificate of
Incorporation or these Bylaws, the holders of a majority of the shares then
entitled to vote at any election of directors may remove any director or the
entire Board of Directors, with or without cause. If at any time a class or
series of shares is entitled to elect one or more directors, the provisions of
this Section 3.6 will apply to the vote of that class or series and not to the
vote of the outstanding shares as a whole.
(b) No reduction of the authorized number of directors will have the
effect of removing any director prior to the expiration of such director's term
of office.
Section 3.7 Vacancies
(a) A vacancy on the Board of Directors will exist upon the death,
resignation, or removal of any director, upon an increase in the number of
directors, or if the stockholders fail, at any meeting of stockholders at which
directors are to be elected, to elect the number of directors then constituting
a mahority of the class of directors whose terms have expired at the time of
such meeting.
(b) Subject to subsection 3.6(c) below, a vacancy may be filled by a
majority of the remaining members of the Board of Directors, although such
majority is less than a quorum, or by a sole remaining director, or by a
plurality of the votes cast at a meeting of stockholders, and each director so
elected will hold office until the next annual meeting of stockholders and
until his successor has been duly elected and qualified or until his earlier
death, resignation or removal. A vacancy that will occur at a specific later
date by reason of a resignation effective at the later date or otherwise may be
filled before the vacancy occurs, but the new director may not take office
until the vacancy occurs.
(c) Unless otherwise provided in the Certificate of Incorporation or
these Bylaws, whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the
Certificate of Incorporation, vacancies in directorships elected by such class
or classes 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.
Section 3.8 Nominations
(a) Only persons who are nominated in accordance with the procedures in
this Section 3.8 will be eligible for election as directors. If the presiding
officer at an annual meeting of stockholders determines that a nomination was
not made in accordance with the procedures set forth in this Section 3.8, the
presiding officer will declare to the meeting that the nomination was defective
and such defective nomination will be disregarded. Nominations of persons for
election to the Board of Directors may be made at any annual meeting of
stockholders: (i) by or at the direction of the Board of Directors; or (ii) by
any stockholder of the Corporation (A) who is a stockholder of record on the
date of the giving of notice provided for in this Section 3.8 and on the record
date for the determination of stockholders entitled to vote at such meeting,
and (B) who complies with the notice procedures in this Section 3.8. In
addition to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary.
(b) To be timely, a stockholder's notice must be received by the
Secretary at the principal executive offices of the Corporation not less than
60 days prior to the anniversary date of the preceding annual meeting of
stockholders.
(c) To be in proper written form, a stockholder's notice to the
Secretary must: (i) set forth as to each person whom the stockholder proposes
to nominate for election as a director (A) the name, age, business address and
residence address of the nominee, (B) the principal occupation or employment of
the nominee, (C) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by the nominee, and
(D) any other information relating to the nominee that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder; and (ii)
set forth as to the stockholder giving the notice (A) the name and record
address of such stockholder, (B) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
such stockholder, (C) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination or nominations
are to be made by such stockholder, (D) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to nominate the
persons named in the notice, and (E) any other information relating to such
stockholder that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied
by a signed written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
Section 3.9 Place of Meetings; Meetings by Telephone
(a) The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or outside the State of Nevada.
(b) Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee thereof, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting will
constitute presence in person at the meeting.
Section 3.10 Regular Meetings
Regular meetings of the Board of Directors may be held without notice at
such time and place as the Board will determine from time to time.
Section 3.11 Special Meetings; Notice
(a) Special meetings of the Board of Directors may be called at any time
by the Chairman of the Board, the President or any two directors.
(b) Notice of the time and place of special meetings of the Board of
Directors will be delivered personally, by telephone or by facsimile to each
director or sent by first-class mail or telegram, charges prepaid, addressed to
each director at that director's address as shown on the records of the
Corporation. If the notice is mailed, it will be deposited in the United States
mail at least four (4) days before the date of the meeting. If the notice is
delivered personally, or by telephone, facsimile or telegram, it will be
delivered at least 24 hours before the time of the holding of the meeting. Any
oral notice given personally or by telephone may be communicated either to the
director or to a person at the office of the director who the person giving the
notice has reason to believe will promptly communicate it to the director. The
notice will include a brief summary of the subject matter of the meeting.
Section 3.12 Waiver of Notice
Notice of the time, place and purpose of any meeting of directors may be
waived in writing, signed by the person entitled to notice, either before or
after such meeting, and a director's attendance at a meeting waives objection
to lack of notice or defective notice of the meeting, unless the director at
the beginning of the meeting objects to holding the meeting or transacting
business at the meeting because the meeting is not lawfully called or convened.
Neither of the business to be transacted at, nor the purpose of, any regular or
special meeting of the directors, or members of a committee of directors, need
to be specified in a written waiver of notice unless so required by the
Certificate of Incorporation or these Bylaws.
Section 3.13 Quorum; Vote
Except as otherwise provided by applicable law or by the Certificate of
Incorporation, at all meetings of the Board of Directors, a majority of the
authorized number of directors will constitute a quorum for the transaction of
business and the vote of a majority of the directors present at any meeting at
which there is a quorum will be the act of the Board of Directors. If a quorum
is present at the call of a meeting, the directors may continue to transact
business until adjournment notwithstanding the withdrawal of enough directors
to leave less than a quorum.
Section 3.14 Adjourned Meeting; Notice
If a quorum is not present at any meeting of the Board of Directors, then
the directors present at the meeting may adjourn the meeting from time to time
without notice other than announcement at the meeting, until a quorum is
present, but may not transact business.
Section 3.15 Conduct of Business
Meetings of the Board of Directors will be presided over by the Chairman of
the Board, if any, or in his absence by the Chief Executive Officer, or in
their absence by a chairman chosen at the meeting. The Secretary will act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting. The chairman of the
meeting will determine the order of business and the procedures at the meeting.
Section 3.16 Board Action by Written Consent
Unless otherwise restricted by the Certificate of Incorporation or these
Bylaws, 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 all members of the board or committee, as the case may be, consent thereto
in writing and the writing or writings are filed with the minutes of
proceedings of the board or committee.
ARTICLE 4
COMMITTEES OF THE BOARD OF DIRECTORS
Section 4.1 General
The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, with each committee to consist of one
or more of the directors of the Corporation pursuant to Nevada Revised Statute
78.125. Any such committee, to the extent provided by resolution of the Board
of Directors or in these Bylaws, will have and may exercise the powers and
authority to perform such duties as may be prescribed by the resolution or
resolutions creating such committees, but in no event will such committees have
the power to: (i) approve, adopt or recommend to the stockholders any action or
matter expressly required by Chapter 78 of the Nevada Revised Statutes to be
submitted to stockholders for approval; or (ii) adopt, amend or repeal any
bylaw of the Corporation.
Section 4.2 Audit Committee
An Audit Committee of the corporation, composed of at least two (2) members
of the Board of Directors, none of whom will be an affiliate of the corporation
or an officer or employee of the corporation or any of its subsidiaries, will
be appointed at the annual meeting of the Board of Directors. Directors who are
appointed to the Audit Committee will be free of any relationship that, in the
opinion of the Board of Directors, may interfere with the exercise of
independent judgment as a committee member. Any vacancy in the Audit Committee
will be filled by a majority vote of the Board of Directors. A majority of the
members of the Audit Committee will constitute a quorum and a majority of the
quorum may be required to adopt or approve any matters. The duties of the Audit
Committee will include, in addition to such other duties as may be specified by
resolution of the Board of Directors from time to time, the following:
(i) oversee the accounting and financial reporting processes of the
Corporation and the audits of its financial statements; and
(ii) appoint, determine funding for, and oversee the outside
auditor; and
(iii) review the policies and procedures of the corporation and
management with respect to maintaining the corporation's books and records;
and
(iv) review with the independent auditors, upon completion of their
audit, the results of the auditing engagement and any other recommendations
the auditors may have with respect to the corporation's financial,
accounting or auditing systems.
The Audit Committee is authorized to employ such experts and personnel,
including those who are already employed or engaged by the corporation, as the
Audit Committee may deem to be reasonably necessary to enable it to ably
perform its duties and satisfy its responsibilities.
Section 4.3 Compensation Committee
A Compensation Committee of the Corporation, composed of at least two (2)
members of the Board of Directors, will be appointed at the annual meeting of
the Board of Directors. Directors who are appointed to the Compensation
Committee may not be active or retired officers or employees of the Corporation
or of any of its subsidiaries. The duties of the Compensation Committee will
include, in addition to such other duties as may be specified by resolution of
the Board of Directors from time to time, the following:
(i) consider and make recommendations to the board of Directors
regarding salaries and bonuses for elected officers of the Corporation, and
prepare such reports with respect thereto as may be required by law;
(ii) consider, review and grant stock options, stock appreciation
rights and other securities under the Corporations stock option and stock
incentive plans, and administer such plans; and
(iii) consider matters of director compensation, benefits and other
forms of remuneration.
The Compensation Committee is authorized to employ such experts and
personnel, including those who are already employed or engaged by the
Corporation, as the Compensation Committee may deem to be reasonably necessary
to enable it to perform its duties and satisfy its responsibilities.
Section 4.4 Committee Minutes
Each committee will keep regular minutes of its meetings and report the
same to the Board of Directors when required.
Section 4.5 Meetings and Action of Committees
Meetings and actions of committees will be governed by, and held and taken
in accordance with, the provisions of Article 3 of these Bylaws, Section 3.9
(place of meetings; meetings by telephone), Section 3.10 (regular meetings),
Section 3.11 (special meetings; notice), Section 3.12 (waiver of notice),
Section 3.13 (quorum; vote), Section 3.14 (adjourned meeting; notice) Section
3.15 (conduct of business), and Section 3.16 (action by written consent), with
such changes in the context of these Bylaws as are necessary to substitute the
committee and its members for the Board of Directors and its members; provided,
however, that the time of regular meetings of committees may also be determined
by resolution of the Board of Directors and that notice of special meetings of
committees will also be given to all alternate committee members, who will have
the right to attend all meetings of the committee. The Board of Directors may
adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws.
ARTICLE 5
OFFICERS
Section 5.1 Officers Designated
The officers of the Corporation will be a President or Chief Executive
Officer and a Secretary. The Corporation may also have, at the discretion of
the Board of Directors, a Chairman of the Board, a Chief Financial Officer, one
or more executive, senior or assistant Vice Presidents, a Treasurer, Assistant
Treasurers, Assistant Secretaries and any other officers as may be elected in
accordance with the provisions of Section 5.2 of these Bylaws. Any number of
offices may be held by the same person.
Section 5.2 Election
Except as otherwise provided in this Section 5.2, the Board of Directors
will elect the officers of the Corporation, subject to the rights, if any, of
an officer under any contract of employment. The Board of Directors may
appoint, or empower an officer to appoint, such officers and agents of the
business as the Corporation may require (whether or not such officer or agent
is described in this Article 5), each of whom will hold office for such period,
have such authority, and perform such duties as are provided in these Bylaws or
by resolution of the Board of Directors. Any vacancy occurring in any office of
the Corporation will be filled by the Board of Directors or may be filled by
the officer, if any, who appointed such officer.
Section 5.3 Compensation and Term of Office; Removal and Resignation
(a) The compensation and term of office of all the officers of the
Corporation will be fixed by the Board of Directors.
(b) Each officer will hold office until his or her successor is elected
and qualified or until his or her earlier resignation or removal.
(c) Subject to the rights, if any, of an officer under any contract of
employment, the Board of Directors may remove any officer, either with or
without cause, at any regular or special meeting of the Board.
(d) Any officer may resign at any time by giving written notice to the
Chairman of the Board, or, in his absence, any member of the Board. Any
resignation will take effect on the date a director receives such notice or at
any later time specified in such notice; and, unless otherwise specified in
such notice, acceptance of the resignation will not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party, or of the Board
to remove an officer at any time as provided in this Section 5.3.
Section 5.4 Chairman of the Board
The Chairman of the Board, if any, will, if present, preside at meetings of
the Board of Directors and exercise and perform such other powers and duties as
may be prescribed by the Board of Directors or these Bylaws.
Section 5.5 Chief Executive Officer
The Chief Executive Officer of the Corporation will, subject to the control
of the Board of Directors, be responsible for the general supervision,
direction and control of the business and affairs and supervision of the other
officers of the Corporation. The Chief Executive Officer will preside at all
meetings of stockholders and, in the absence or nonexistence of a Chairman of
the Board, at all meetings of the Board of Directors. The Chief Executive
Officer will have the general powers and duties of management usually vested in
the Chief Executive Officer of a corporation and will have such other powers
and duties as may be prescribed by the Board of Directors or these Bylaws.
Section 5.6 President
Subject to such supervisory powers as may be given by these Bylaws or the
Board of Directors to the Chairman of the Board or the Chief Executive Officer,
if there be such officers, the President will be responsible for the general
supervision, direction and control of the business and affairs and supervision
of the other officers of the Corporation, and will have such other powers and
duties as may be prescribed by the Board of Directors or these Bylaws. In the
event the Board of Directors does not appoint a Chief Executive Officer, the
President will have the duties of such office.
Section 5.7 Vice Presidents
In the absence or disability of the President, the Vice Presidents, if any,
in order of their rank as fixed by the Board of Directors, or, if not ranked, a
Vice President designated by the Board of Directors, will perform all the
duties of the Chief Executive Officer and when so acting will have all the
powers of, and be subject to all the restrictions upon, the Chief Executive
Officer. The Vice Presidents will have such other powers and perform such other
duties as may be prescribed for them respectively by the Board of Directors,
these Bylaws, the Chief Executive Officer or the President.
Section 5.8 Chief Financial Officer
(a) The Chief Financial Officer, if any, will keep and maintain, or
cause to be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the Corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account will at all
reasonable times will be open to inspection by any director.
(b) The Chief Financial Officer will deposit all money and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of Directors. He will disburse
the funds of the Corporation as may be ordered by the Board of Directors, will
render to the Chief Executive Officer and directors, whenever they request it,
an account of all of his transactions as Chief Financial Officer and of the
financial condition of the Corporation. The Chief Executive Officer will have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or these Bylaws.
Section 5.9 Treasurer and Assistant Treasurers
(a) Any Treasurer will perform such duties and have such powers as may
be prescribed by the Board of Directors, these Bylaws, the Chief Executive
Officer or the Chief Financial Officer. In addition, any Treasurer will perform
such duties and have such powers as are incident to the office of treasurer.
(b) Any Assistant Treasurer will perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer or the Treasurer may prescribe. In the event of the absence,
inability or refusal to act of the Treasurer, the Assistant Treasurer (or if
there will be more than one, the Assistant Treasurers in the order determined
by the Board of Directors) will perform the duties and exercise the powers of
the Treasurer.
Section 5.10 Secretary
(a) The Secretary, if any, will keep or cause to be kept, at the
principal executive office of the Corporation or such other place as the Board
of Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders of the Corporation. The
minutes will show the time and place of each meeting, whether regular or
special (and, if special, how authorized and the notice given), the names of
those present at directors' or committee meetings, the number of shares present
or represented at stockholders' meetings, and the proceedings thereof.
(b) The Secretary will keep, or cause to be kept, at the principal
executive office of the Corporation or at the office of the Corporation's
transfer agent or registrar, as determined by the Board of Directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.
(c) The Secretary will give, or cause to be given, notice of all
meetings of stockholders and of the Board of Directors required to be given by
law or by these Bylaws and will have such other powers and perform such other
duties as may be prescribed by the Board of Directors or these Bylaws.
Section 5.11 Assistant Secretary
The Assistant Secretary or Assistant Secretaries, if any, in the order
determined by the Board of Directors (or if there be no such determination,
then in the order of their election) will, in the absence of the Secretary or
in the event of his or her inability or refusal to act, perform the duties and
exercise the powers of the Secretary and will perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
Section 5.12 Other Officers
Such other officers as the Board of Directors may designate will perform
such duties and have such powers as the Board of Directors may prescribe. The
Board of Directors may delegate to any other officer of the Corporation the
power to choose such other officers and to prescribe their respective duties
and powers.
ARTICLE 6
INTERESTED TRANSACTIONS
Section 6.1 Transactions with Interested Directors or Officers
(a) No contract or transaction between the Corporation and one or more
if 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, will be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because any such director's or officer's votes are counted for such purpose,
if:
(i) The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, 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
(ii) The material facts as to the director's or officer's
relationship or interest 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
(iii) 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 thereof or the stockholders.
(a) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of
a committee thereof which authorizes the contract or transaction.
(b) The circumstances in which a contract or other transaction is
not void or voidable shall be to the fullest extent permitted by
NRS 78.140 and shall, at minimum, include:
(i) The fact of the common directorship, office or financial
interest is known to the board of directors or committee, and the
board or committee authorizes, approves or ratifies the contract
or transaction in good faith by a vote sufficient for the purpose
without counting the vote or votes of the common or interested
director or directors.
(ii) The fact of the common directorship, office or financial
interest is known to the stockholders, and they approve or ratify
the contract or transaction in good faith by a majority vote of
stockholders holding a majority of the voting power. The votes of
the common or interested directors or officers must be counted in
any such vote of stockholders.
(iii) The fact of the common directorship, office or financial
interest is not known to the director or officer at the time the
transaction is brought before the board of directors of the
corporation for action.
(iv) The contract or transaction is fair as to the corporation at
the time it is authorized or approved.
ARTICLE 7
INDEMNIFICATION
Section 7.1 Directors and Officers
The Corporation will indemnify to the fullest extent permitted by Chapter
78 of the Nevada Revised Statutes, as in effect at the time of the
determination, any current or former director or officer of the Corporation who
was or is a party or is threatened to be made a party to any proceeding (other
than a proceeding by or in the right of the Corporation to procure a judgment
in its favor) by reason of the fact that the person is or was a director,
officer, employee, or agent of the Corporation, or any of its subsidiaries,
against all expenses, judgments, fines and amounts paid in settlement, actually
and reasonably incurred by the director or officer in connection with such
proceeding if the director or officer acted in good faith and in a manner the
director or officer reasonably believed was in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, the director or officer, in addition, had no reasonable cause to
believe that the director's or officer's conduct was unlawful; provided,
however, that the Corporation will not be required to indemnify any director or
officer in connection with any proceeding (or part thereof): (i) initiated by
such person or any proceeding by such person against the Corporation or its
directors, officers, employees or other agents, or (ii) charging improper
personal benefit to the director or officer in which the director or officer is
adjudged liable on the basis that personal benefit was improperly received by
the director or officer unless and only to the extent that the court conducting
such proceeding or any other court of competent jurisdiction determines upon
application that, despite the adjudication of liability, the director or
officer is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, unless: (A) such indemnification is expressly required
to be made by law; (B) the proceeding was authorized by the Board of Directors
of the Corporation; or (C) such indemnification is provided by the Corporation,
in its sole discretion, pursuant to the powers vested in the Corporation under
Title 7 of the Nevada Revised Statutes pertaining to Chapter 78 of the Nevada
Revised Statutes. The rights of indemnification provided in this Section 7.1
will be in addition to any rights to which any such person may otherwise be
entitled under any certificate or articles of incorporation, bylaw, agreement,
statute, policy of insurance, vote of stockholders or Board of Directors, or
otherwise, which exists at or subsequent to the time such person incurs or
becomes subject to such liability and expense.
Section 7.2 Employees and Other Agents
The Corporation will have power to indemnify its employees and other agents
as set forth in Chapter 78 of the Nevada Revised Statutes.
Section 7.3 No Personal Liability for Directors
To the fullest extent permitted by law, no director of the Corporation will
be personally liable to the Corporation or its stockholders for monetary
damages for conduct as a director.
Section 7.4 Good Faith
(a) For purposes of any determination under this Article 7, a person
will be deemed to have acted in good faith and in a manner that person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe that his or her conduct was unlawful, if the
person's action is based on information, opinions, reports and statements,
including financial statements and other financial data, in each case prepared
or presented by:
(i) one or more officers or employees of the Corporation whom the
person believed to be reliable and competent in the matters presented;
(ii) counsel, independent accountants or other persons as to
matters which the person believed to be within such person's professional
competence; or
(iii) a committee of the Board upon which such director or officer
does not serve, as to matters within such committee's designated authority,
which committee the director or officer reasonably believes to merit
confidence; so long as, in each case, the director or executive officer
acts without knowledge that would cause such reliance to be unwarranted.
(b) The termination of any proceeding by judgment, order, settlement,
conviction upon a plea of nolo contendere or its equivalent will not, of
itself, create a presumption that the person 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, and, with respect to any criminal proceeding,
that the person had reasonable cause to believe that his conduct was unlawful.
(c) The provisions of this Section 7.4 will not be deemed exclusive or
to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth by Chapter 78 of the Nevada
Revised Statutes.
Section 7.5 Expenses
The Corporation will advance, prior to the final disposition of any
proceeding (other than any proceeding (or part thereof) (i) initiated by such
person or any proceeding by such person against the Corporation or its
directors, officers, employees or other agents or (ii) brought for an
accounting of profits made from the purchase and sale by the director or
officer of securities of the corporation within the meaning of Section 16(b) of
the Securities Exchange Act of 1934, as amended, or similar provision of any
state statutory law or common law), promptly following request therefor, all
expenses incurred by any current or former director or officer of the
Corporation in connection with such proceeding if the director or officer
provides receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Article 7 or otherwise.
Section 7.6 Enforcement
Without the necessity of entering into an express contract, all rights to
indemnification and advances to persons under this Article 7 will be deemed to
be contractual rights and be effective to the same extent and as if provided
for in a contract between the Corporation and the person. Any person may
enforce any right to indemnification or advances under this Article 7 in any
court of competent jurisdiction if: (i) the Corporation denies the claim for
indemnification or advances, in whole or in part; or (ii) the Corporation does
not dispose of such claim within 90 days of request therefor. The claimant in
such enforcement action, if successful in whole or in part, will be entitled to
be paid also the expense of prosecuting his claim. The burden of proof is on
the claimant to substantiate that he is entitled to be indemnified under this
Article 7. The Corporation will be entitled to raise as a defense to any such
action that the claimant has not met the standard of conduct that makes it
permissible under Chapter 78 of the Nevada Revised Statutes for the Corporation
to indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel or its
stockholders) to have, prior to the commencement of such action, made a
determination that indemnification of the claimant is proper in the
circumstances because the claimant has met the applicable standard of conduct
set forth in Chapter 78 of the Nevada Revised Statutes, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such
applicable standard of conduct, will be a defense to the action or create a
presumption that claimant has not met the applicable standard of conduct.
Section 7.7 Non Exclusivity of Rights
The rights conferred on any person by this Article 7 will not be exclusive
of any other right which such person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
the person's official capacity and as to action in another capacity while
serving the Corporation. The Corporation is specifically authorized to enter
into individual contracts with any or all of its directors, officers, employees
or agents respecting indemnification and advances, to the fullest extent not
prohibited by the Nevada General Corporation Law.
Section 7.8 Change in Law
No change in the law will reduce or eliminate the rights and protections
applicable at the time this Article 7 will become effective unless the change
in the law will specifically require such reduction or elimination. If Chapter
78 of the Nevada Revised Statutes is amended after this Article 7 will become
effective to authorize corporate action further eliminating or limiting the
personal liability of directors or officers of the Corporation, such personal
liability will be eliminated or limited to the fullest extent permitted by
Chapter 78 of the Nevada Revised Statutes, as so amended.
Section 7.9 Survival of Rights
The rights conferred on any person by this Article 7 will continue as to a
person who has ceased to be a director or officer and will inure to the benefit
of the heirs, executors and administrators of such a person.
Section 7.10 Savings Clause
If this Article 7 or any portion hereof will be invalidated on any ground
by any court of competent jurisdiction, then the Corporation will nevertheless
indemnify each person to the fullest extent not prohibited by any applicable
portion of this Article 7 that will not have been invalidated, or by any other
applicable law.
Section 7.11 Insurance
To the fullest extent permitted by the Nevada General Corporation Law, the
Corporation, upon approval by the Board of Directors, may purchase insurance on
behalf of any person required or permitted to be indemnified pursuant to this
Article 7.
ARTICLE 8
RECORDS AND REPORTS
Section 8.1 Maintenance
The Corporation will, either at is principal executive office or at such
place or places as designated by the Board of Directors, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these Bylaws as amended to date,
accounting books, and other records as required by law.
Section 8.2 Inspection
(a) Any stockholder, in person or by attorney or other agent, will have,
upon written demand under oath stating the purpose thereof, during the
Corporation's usual hours of business, the right to inspect for any proper
purpose the Corporation's stock ledger, a list of its stockholders and its
other books and records, and to make copies or extracts therefrom. A proper
purpose will mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent is the person
who seeks the right to inspection, the demand under oath will be accompanied by
a power of attorney or such other writing that authorizes the attorney or other
agent to so act on behalf of the stockholder. The demand under oath will be
directed to the Corporation at its registered office in Nevada or at its
principal place of business.
(b) Any director will have the right to examine the Corporation's stock
ledger, a list of its stockholders and its other books and records for a
purpose reasonably related to his position as a director.
ARTICLE 9
STOCK
Section 9.1 Issuance of New Classes or Series of Stock; Increases and
Decreases in Authorized Capital.
Pursuant to NRS 78.195 the board of directors shall have the power to
prescribe, the classes, series and the number of each class or series of stock
and the voting powers, designations, preferences, limitations, restrictions and
relative rights of each class or series of stock if the corporation desires to
have more than one class or series of stock, If more than one class or series
of stock is authorized, the board of directors shall pass a resolution
prescribing a distinguishing designation for each class and series. The voting
powers, designations, preferences, limitations, restrictions, relative rights
and distinguishing designation of each class or series of stock must be
described in the articles of incorporation or the resolution of the board of
directors before the issuance of shares of that class or series.
The directors may take appropriate action to protect the interests of the
corporation and its stockholders, including, but not limited to, adopting or
signing plans, arrangements or instruments that grant rights to stockholders or
that deny rights, privileges, power or authority to a holder of a specified
number of shares or percentage of share ownership or voting power.
The board of directors may, by a resolution, change the number of shares of a
class or series, if any, of its authorized stock by increasing or decreasing
the number of authorized shares of the class or series and correspondingly
increasing or decreasing the number of issued and outstanding shares of the
same class or series held by each stockholder of record at the effective date
and time of the change, without obtaining the approval of the stockholders. The
resolution may also provide for a change of the par value, if any, of the same
class or series of the shares increased or decreased.
The board of directors may adopt a resolution setting forth a decrease the
number of issued and outstanding shares of a class or series corporation to
decrease the number of issued and outstanding shares of a class or series held
by each stockholder of record at the effective date and time of the change
without correspondingly decreasing the number of authorized shares of the same
class or series. To become effective, the proposal must be approved by the
vote of stockholders holding a majority of the voting power of the affected
class or series.
Section 9.2 Stock Certificates; Partly Paid Shares
No stock issued as fully paid up may ever be assessed and the articles of
incorporation must not be amended in this particular. The shares of the
Corporation will be represented by certificates, provided that the
Corporation's Board of Directors may resolve that some or all of any or all
classes or series of its stock will be uncertificated shares. Any such
resolution will not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates, and upon request, every holder of uncertificated shares, will
be entitled to have a certificate signed by, or in the name of, the Corporation
by the Chairman of the Board, the President or a Vice President, and by a
Treasurer or Assistant Treasurer, or the Secretary or an Assistant Secretary of
the Corporation, representing the number of shares registered in certificate
form. Any or all of the signatures on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue. The Corporation will not have the
power to issue a certificate in bearer form.
June 30, 2004.
Section 9.3 Lost, Stolen or Destroyed Certificates
Except as provided in this Section 9.2, no new certificates for shares will
be issued to replace a previously issued certificate unless the latter is
surrendered to the Corporation and canceled at the same time. The Corporation
may issue a new certificate of stock or uncertificated shares in place of any
certificate issued by it up to that time, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate or uncertificated
shares.
Section 9.4 Dividends; Reserves
The directors of the Corporation, subject to any restrictions contained in
the Certificate of Incorporation, may declare and pay dividends upon the shares
of its capital stock pursuant to Chapter 78 of the Nevada Revised Statutes.
Dividends may be paid in cash, in property, or in shares of the Corporation's
capital stock.
The directors of the Corporation may set apart out of any funds of the
Corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes will include but not be
limited to equalizing dividends, repairing or maintaining any property of the
Corporation, and meeting contingencies.
Section 9.5 Transfer of Stock
Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, the Corporation will issue a
new certificate to the person entitled thereto, cancel the old certificate, and
record the transaction in its books.
Section 9.6 Uncertificated Shares
Unless prohibited by the Certificate of Incorporation or these Bylaws, some
or all of any or all classes and series of the Corporation's shares may be
uncertificated shares. Upon receipt of proper transfer instructions from the
registered owner of uncertificated shares, such uncertificated shares will be
canceled and issuance of new equivalent uncertificated shares or certificated
shares will be made to the person entitled thereto and the transaction will be
recorded upon the books of the Corporation. Within a reasonable time after the
issuance or transfer of uncertificated shares, the Corporation will send to the
new stockholder the information required by Section 5.02 to be stated on
certificates. If this Corporation becomes a publicly held corporation which
adopts, in compliance with Section 17 of the Securities Exchange Act of 1934, a
system of issuance, recordation, and transfer of its shares by electronic or
other means not involving an issuance of certificates, this information is not
required to be sent to new stockholders.
Section 9.7 Closing of Transfer Books; Record Date
The Board of Directors or an officer of the Corporation authorized by the
Board may close the stock transfer books of the Corporation for a period not
exceeding sixty (60) days preceding the date of any meeting of stockholders as
provided in Section 2.13 hereof or the date for payment of any dividend as
provided in Section 6.02 hereof or the date for the allotment of rights or the
date when any change or conversion or exchange of capital stock will go into
effect. In lieu of closing the stock transfer books as aforesaid, the Board of
Directors or an officer of the Corporation authorized by the Board may fix, in
advance, a date, not exceeding sixty (60) days preceding the date for payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock will go into effect, as a
record date for the determination of the stockholders entitled to receive
payment.
Section 9.8 Registered Stockholders
The Corporation will be entitled to recognize the exclusive right of the
persons registered on its books as the owners of shares to receive dividends
and to vote as such owners and will 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 will have express or other notice thereof, except as
otherwise provided in the laws of Nevada.
Section 9.9 Stock Transfer Agreements
The Corporation will have power to enter into and perform any agreement
with any number of stockholders to restrict the transfer of shares of stock of
the Corporation owned by such stockholders in any manner permitted by
applicable law.
ARTICLE 10
GENERAL MATTERS
Section 10.1 Checks, Drafts, Etc.
From time to time, the Board of Directors will determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders
for payment of money, notes or other evidences of indebtedness that are issued
in the name of or payable to the Corporation, and only the persons so
authorized will sign or endorse those instruments.
Section 10.2 Execution of Corporate Contracts and Instruments
Except as otherwise provided in these Bylaws, the Board of Directors may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee will have any power or
authority to bind the Corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.
Section 10.3 Representation of Shares of Other Corporations
The Chairman of the Board, the Chief Executive Officer or the President of
the Corporation, or any other person authorized by the Board of Directors, is
authorized to vote, represent, and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the Corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to
do so by proxy or power of attorney duly executed by such person having the
authority.
Section 10.4 Construction: Definitions
Unless the context otherwise requires, the general provisions, rules of
construction, and definitions in Chapter 78 of the Nevada Revised Statutes will
govern the construction of these Bylaws. Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, the masculine includes the feminine, and the term
"person" includes both a Corporation and a natural person.
Section 10.5 Fiscal Year
The fiscal year of the Corporation will be fixed from time to time by
resolution of the Board of Directors.
Section 10.6 Seal
The Corporation may adopt a corporate seal, which may be altered at the
pleasure of the Board of Directors, and may use the same by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.
Section 10.7 Registered Stockholders
The Corporation will be entitled to recognize the exclusive right of a
person, registered on its books as the owner of shares, to receive dividends
and to vote as such owner. The Corporation will be entitled to hold liable for
calls and assessments the person registered on its books as the owner of
shares, and will 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 will have express or other notice thereof, except as otherwise provided
by applicable law.
ARTICLE 11
AMENDMENTS
The directors may make the bylaws of the corporation. Unless otherwise
prohibited by any bylaw adopted by the stockholders, the directors may adopt,
amend or repeal any bylaw, including any bylaw adopted by the stockholders. The
Board of Directors may adopt, amend or repeal the original or other Bylaws of
the Corporation. The fact that such power has been so conferred upon the
directors will not divest the stockholders of the power, nor limit their power
to adopt, amend or repeal the Corporation's Bylaws at a duly constituted
meeting or by action without meeting. Whenever an amendment or new Bylaws are
adopted, the amendment or the new Bylaws will be copied in the Corporation's
minute book with the original Bylaws.
CERTIFICATE OF SECRETARY
The undersigned, Secretary of Sweet Spot Games, Inc., a Nevada corporation,
certifies that the attached Bylaws were duly adopted by the Corporation's Board
of Directors at a special meeting held on JUNE 15, 2008.
/s/ Gregory Galanis
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Chairman