BYLAWS
OF
BORDER MANAGEMENT, INC.,
A Nevada Corporation
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1.01 Annual Meeting. The annual meeting of the stockholders of the
corporation shall be held at 10:00 o'clock a.m., on the 7th day of June in
each year, but if such date is a legal holiday then on the next succeeding
business day, for the purpose of electing directors of the corporation to
serve during the ensuing year and for the transaction of such other business
as may properly come before the meeting. If the election of the directors is
not held on the day designated herein for any annual meeting of the
stockholders, or at any adjournment thereof, the president shall cause the
election to be held at a special meeting of the stockholders as soon
thereafter as is convenient.
Section 1.02 Special Meetings. Special meetings of the stockholders may be
called by the president or the Board of Directors and shall be called by the
president at the written request of the holders of not less than 5 1% of the
issued and outstanding shares of capital stock of the corporation.
All business lawfully to be transacted by the stockholders may be transacted
at any special meeting or at any adjournment thereof. However, no business
shall be acted upon at a special meeting except that referred to in the
notice calling the meeting, unless all of the outstanding capital stock of
the corporation is represented either in person or by proxy. Where all of the
capital stock is represented, any lawful business may be transacted and the
meeting shall be valid for all purposes.
Section 1.03 Place of Meetings. Any meeting of the stockholders of the
corporation may be held at its principal office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by the stockholders entitled to vote may
designate any place for the holding of such meeting.
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all stockholders of record
written or printed notice of any meeting at least ten (10) days, but not more
than sixty (60) days, before the date of such meeting; which notice shall
state the place, date, and time of the meeting, the general nature of the
business to be transacted, and, in the case. of any meeting at which
directors are to be elected, the names of nominees, if any, to be presented
for election.
(b) In the case of any meeting, any proper business may be presented for
action, except that the following items shall be valid only if the general
nature of the proposal is stated in the notice or written waiver of notice:
(1)Action with respect to any contract or transaction between the
corporation and one or more of its directors or another firm, association, or
corporation in which one or more of its directors has a material financial
interest;
(2)Adoption of amendments to the Articles of Incorporation; or
(3)Action with respect to the merger, consolidation, reorganization,
partial or complete liquidation, or dissolution of the corporation.
(c) The notice shall be personally delivered or mailed by first class mail
to each shareholder of record at the last known address thereof, as the same
appears on the books of the corporation, and the giving of such notice shall
be deemed delivered the date the same is deposited in the United States mail,
postage prepaid. If the address of any shareholder does not appear upon the
books of the corporation, it will be sufficient to address any notice to such
shareholder at the principal office of the corporation.
(d) The written certificate of the person calling any meeting, duly sworn,
setting forth the substance of the notice, the time and place the notice was
mailed or personally delivered to the several stockholders, and the addresses
to which the notice was mailed shall be prima facie evidence of the manner
and fact of giving such notice.
Section 1.05 Waiver of Notice. If all of the stockholders of the
corporation shall waive notice of a meeting, no notice shall be required,
and, whenever all of the stockholders shall meet in person or by proxy, such
meeting shall be valid for all purposes without call or notice, and at such
meeting any corporate action may be taken.
Section 1.06 Determination of Stockholders of Record.
(a) The Board of Directors may at any time fix a future date as a record
date for the determination of the stockholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action. The record date so fixed shall not be
more than sixty (60) days prior to the date of such meeting nor more than
sixty (60) days prior to any other action. When a record date is so fixed,
only stockholders of record on that date are entitled to notice of and to
vote at the meeting or to receive the dividend, distribution or allotment of
rights, or to exercise their rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date.
(b) If no record date is fixed by the Board of Directors, then (1.) the
record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the business
day next preceding the day on which notice is given or, if notice is waived,
at the close of business on the day next preceding the day on which the
meeting is held; (2) the record date for determining stockholders entitled to
give consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on
which written consent is given; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto,
or the sixtieth (60th) day prior to the date of such other action, whichever
is later.
Section 1.07 Quorum; Adjourned Meetings.
(a) At any meeting of the stockholders, a majority of the issued and
outstanding shares of the corporation represented in person or by proxy,
shall constitute a quorum.
(b) If less than a majority of the issued and outstanding shares are
represented, a majority of shares so represented may adjourn from time to
time at the meeting, until holders of the amount of stock required to
constitute a quorum shall be in attendance. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted as originally called. When a shareholder's 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, unless the adjournment is for more than ten (10)
days in which event notice thereof shall be given.
Section 1.08 Voting.
(a) Each shareholder of record, such shareholder's duly authorized proxy
or attorney-in-fact shall be entitled to one (1) vote for each share of stock
standing registered in such shareholder's name on the books of the
corporation on the record date.
(b) Except as otherwise provided herein, all votes with respect to shares
standing in the name of an individual on the record date (included pledged
shares) shall be cast only by that individual or such individual's duly
authorized proxy or attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased shareholder, guardian,
conservator, custodian or trustee, votes may be cast by such holder upon
proof of capacity, even though the shares do not stand in the name of such
holder. In the case of shares under the control of a receiver, the receiver
may cast votes carried by such shares even though the shares do not stand in
the name of the receiver provided that the order of the court of competent
jurisdiction which appoints the receiver contains the authority to cast votes
carried by such shares. If shares stand in the name of a minor, votes may be
cast only by the duly appointed guardian of the estate of such minor if such
guardian has provided the corporation with written notice and proof of such
appointment.
(c) With respect to shares standing in the name of a corporation on the
record date, votes may be cast by such officer or agent as the bylaws of such
corporation prescribe or, in the absence of an applicable bylaw provision, by
such person as may be appointed by resolution of the Board of Directors of
such corporation. In the event no person is so appointed, such votes of the
corporation may be cast by any person (including the officer making the
authorization) authorized to do so by the Chairman of the Board of Directors,
President or any Vice- President of such corporation.
(d) Notwithstanding anything to the contrary herein contained, no votes
may be cast by shares owned by this corporation or its subsidiaries, if any.
If shares are held by this corporation Or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and
exercises either a right to vote or to give the corporation holding the same
binding instructions on how to vote.
(e) With respect to shares standing in the name of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in
common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a shareholder voting
agreement or otherwise and shares held by two or more persons (including
proxy holders) having the same fiduciary relationship respect in the same
shares, votes may be cast in the following manner:
1.If only one such person votes, the vote of such person binds all.
2.If more than one person casts votes, the act of the majority so voting
binds all.
3.If more than one person casts votes, but the vote is evenly split on a
particular matter, the votes shall be deemed cast proportionately, as split.
(f) Any holder of shares entitled to vote on any matter may cast a portion
of the votes in favor of such matter and refrain from casting the remaining
votes or cast the same against the proposal, except in the case of elections
of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder
is casting affirmative votes with respect to all shares held.
(g) If a quorum is present, the affirmative vote of holders of a majority
of the shares represented at the meeting and entitled to vote on any matter
shall be the act of the stockholders, unless a vote of greater number or
voting by classes is required by the laws of the State of Nevada, the
Articles of Incorporation or these Bylaws.
Section 1.09 Proxies. At any meeting of stockholders, any holder of
shares entitled to vote may authorize another person or persons to vote by
proxy with respect to the shares held by an instrument in writing and
subscribed to by the holder of such shares entitled to vote. No proxy shall
be valid after the expiration of six (6) months from the date of execution
thereof, unless coupled with an interest or unless otherwise specified in the
proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its execution. Every proxy shall continue in full force and effect
until its expiration or revocation. Revocation may be effected by filing an
instrument revoking the same or a duly executed proxy bearing a later date
with the secretary of the corporation.
Section 1.10 Order of Business. At the annual stockholder's meeting, the
regular order of business shall be as follows:
1.Determination of stockholders present and existence of quorum;
2.Reading and approval of the minutes of the previous meeting or meetings;
3.Reports of the Board of Directors, the president, treasurer and secretary
of the corporation, in the order named;
4.Reports of committees;
5.Election of directors;
6.Unfinished business;
7.New business;
8.Adjournment.
Section 1.11 Absentees Consent to Meetings. Transactions of any meeting
of the stockholders are as valid as though had at a meeting duly held after
regular call and notice if a quorum is present, either in person or by proxy,
and if, either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy (and those who, although present,
either object at the beginning of the meeting to the transaction of any
business because the meeting has not been lawfully called or convened or
expressly object at the meeting to the consideration of matters not included
in the notice which are legally required to be included therein), signs a
written waiver of notice and/or consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents, and approvals
shall be filed with the corporate records and made a part of the minutes of
the meeting. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person objects at the beginning of
the meeting to the transaction of any business because the meeting is not
lawfully called or convened and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice if such objection is expressly made at the beginning. Neither the
business to be transacted at nor the purpose of any regular or special
meeting of stockholders need be specified in any written waiver of notice,
except as otherwise provided in Section 1 .04(b) of these Bylaws.
Section 1.12 Action Without Meeting. Any action, except the election of
directors, which may be taken by the vote of the stockholders at a meeting
may be taken without a meeting if consented to by the holders of a majority
of the shares entitled to vote or such greater proportion as may be required
by the laws of the State of Nevada, the Articles of incorporation, or these
Bylaws. Whenever action is taken by written consent, a meeting of
stockholders need not be called or noticed.
Section 1.13 Telephonic Meetings. Meetings of the Stockholders may be
held through the use of a conference telephone or similar communications
equipment so long as all members participating in such meeting can hear one
another at the time of such meeting. Participation in such a meeting
constitutes presence in person at such meeting.
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure, and Qualifications. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of
at least one (1) person, who shall be elected at the annual meeting of the
stockholders of the corporation and who shall hold office for one (1) year or
until their successors are elected and qualify. A director need not be a
shareholder of the corporation.
Section 2.02 Resignation. Any director may resign effective upon giving
written notice to the chairman of the Board of Directors, the president, or
the secretary of the corporation, unless the notice specifies a later time
for effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board
or the stockholders may elect a successor to take office when the resignation
becomes effective.
Section 2.03 Reduction in Number. No reduction of the number of
directors shall have the effect of removing any director prior to the
expiration of his term of office.
Section 2.04 Removal.
(a) The Board of Directors or the stockholders of the corporation, by
majority vote, may declare vacant the office of a director who has been
declared incompetent by an order of a court of competent jurisdiction or
convicted of a felony.
Section 2.05 Vacancies.
(a) A vacancy in the Board of Directors because of death, resignation,
removal, change in number of directors, or otherwise may be filled by the
stockholders at any regular or special meeting or any adjourned meeting
thereof (but not by written consent) or the remaining director(s) by the
affirmative vote of a majority thereof. Each successor so elected shall hold
office until the next annual meeting of stockholders or until a successor
shall have been duly elected and qualified.
(b) If, after the filling of any vacancy by the directors, the directors
then in office who have been elected by the stockholders shall constitute
less than a majority of the directors then in office, any holder or holders
of an aggregate of ten percent (10%) or more of the total number of shares
entitled to vote may call a special meeting of stockholders to be held to
elect the entire Board of Directors. The term of office of any director shall
terminate upon such election of a successor.
Section 2.06 Regular Meetings. Immediately following the adjournment
of, and at the same place as, the annual meeting of the stockholders, the
Board of Directors, including directors newly elected, shall hold its annual
meeting without notice, other than this provision, to elect officers of the
corporation and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place,
date, and hour for holding additional regular meetings.
Section 2.07 Special Meetings. Special meetings of the Board of
Directors may be called by the chairman and shall be called by the chairman
upon the request of any two (2) directors or the president of the
corporation.
Section 2.08 Place of Meetings. Any meeting of the directors of the
corporation may be held at its principal office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by the directors may designate any place
for the holding of such meeting.
Section 2.09 Notice of Meetings. Except as otherwise provided in Section
2.06, the chairman shall deliver to all directors written or printed notice
of any special meeting, at least three (3) days before the date of such
meeting, by delivery of such notice personally or mailing such notice first
class mail or by telegram. If mailed, the notice shall be deemed delivered
two (2) business days following the date the same is deposited in the United
States mail or Canada mail, postage prepaid. Any director may waive notice of
any meeting, and the attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, unless such attendance is for the express
purpose of objecting to the transaction of business thereat because the
meeting is not properly called or convened.
Section 2.10 Quorum Adjourned Meetings.
(a) A majority of the Board of Directors in office shall constitute a
quorum.
(b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At
any adjourned meeting where a quorum is present, any business may be
transacted which could have been transacted at the meeting originally called.
Section 2.11 Action without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
of the members of the Board of Directors or of such committee. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors or committee. Such action by written consent shall have
the same force and effect as the unanimous vote of the Board of Directors or
committee.
Section 2.12 Telephonic Meetings. Meetings of the Board of Directors may
be held through the use of a conference telephone or similar communications
equipment so long as all members participating in such meeting can hear one
another at the time of such meeting. Participation in such a meeting
constitutes presence in person at such meeting.
Section 2.13 Board Decisions. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 2.14 Powers and Duties
(a) Except as otherwise provided in the Articles of incorporation or the
laws of the State of Nevada, the Board of Directors is invested with the
complete and unrestrained authority to manage the affairs of the corporation,
and is authorized to exercise for such purpose as the general agent of the
corporation, its entire corporate authority in such manner as it sees fit.
The Board of Directors may delegate any of its authority to manage, control
or conduct the current business of the corporation to any standing or special
committee or to any officer or agent and to appoint any persons to be agents
of the corporation with such powers, including the power to sub delegate, and
upon such terms as may be deemed fit.
(b) The Board of Directors shall present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the
stockholders at a special meeting of the stockholders, a full and clear
statement of the condition of the corporation, and shall, at request. Furnish
each of the stockholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or
any special meeting properly called for the purpose of considering any such
contract or act, provided a quorum is present. The contract or act shall be
valid and binding upon the corporation and upon all the stockholders thereof,
if approved and ratified by the affirmative vote of a majority of the
stockholders at such meeting.
Section 2.15 Compensation. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the Board, and shall
also receive compensation for their services as directors as determined by
the Board of Directors.
Section 2.16 Board Officers.
(a) At its annual meeting, the Board of Directors shall elect, from among
its members, a chairman to preside at meetings of the Board of Directors. The
Board of Directors may also elect such other board officers and for such term
as it may, from time to time, determine advisable.
(b) Any vacancy in any board office because of death, resignation, removal
or otherwise may be filled by the Board of Directors for the unexpired
portion of the term of such office.
Section 2.17 Order of Business. The order of business at any meeting of
the Board of Directors shall be as follows:
1.Determination of members present and existence of quorum;
2.Reading and approval of the minutes of any previous meeting or meetings;
3.Reports of officers and committeemen;
4.Election of officers;
5.Unfinished business;
6.New business;
7.Adjournment.
ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of stockholders, shall elect a president, a
secretary and a treasurer to hold office for one (1) year next coming and
until their successors are elected and qualify. Any person may hold two or
more offices. The Board of Directors may, from time to time, by resolution,
appoint one or more vice-presidents, assistant secretaries, assistant
treasurers and transfer agents of the corporation as it may deem advisable;
prescribe their duties; and fix their compensation.
Section 3.02 Removal; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by it whenever, in its
judgment, the best interests of the corporation would be served thereby. Any
officer may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under any contract to
which the resigning officer is a party.
Section 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.
Section 3.04 President. The president shall be the general manager and
executive officer of the corporation, subject to the supervision and control
of the Board of Directors, and shall direct the corporate affairs, with full
power to execute all resolutions and orders of the Board of Directors not
especially entrusted to some other officer of the corporation. The president
shall preside at all meetings of the stockholders and shall sign the
certificates of stock issued by the corporation, and shall perform such other
duties as shall be prescribed by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the president shall have
full power and authority on behalf of the corporation to attend and to act
and to vote at any meetings of the stockholders of any corporation in which
the corporation may hold stock and, at any such meetings, shall possess and
may exercise any and all rights and powers incident to the ownership of such
stock. The Board of Directors, by resolution from time to time, may confer
like powers on any person or persons in place of the president to represent
the corporation for these purposes.
Section 3.05 Vice-President. The Board of Directors may elect one or
more vice-presidents who shall be vested with all the powers and perform all
the duties of the president whenever the president is absent or unable to
act, including the signing of the certificates of stock issued by the
corporation, and the vice-president shall perform such other duties as shall
be prescribed by the Board of Directors.
Section 3.06 Secretary. The secretary shall keep the minutes of all
meetings of the stockholders and the Board of Directors in books provided for
that purpose. The secretary shall attend to the giving and service of all
notices of the corporation, may sign with the president in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge of stock certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors or
appropriate committee may direct, and shall, in general, perform all duties
incident to the office of the secretary. All corporate books kept by the
secretary shall be open for examination by any director at any reasonable
time.
Section 3.07 Assistant Secretary. The Board of Directors may appoint an
assistant secretary who shall have such powers and perform such duties as may
be prescribed for him by the secretary of the corporation or by the Board of
Directors.
Section 3.08 Treasurer. The treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of the
Board of Directors, and shall have custody of all the funds and securities of
the corporation. When necessary or proper, the treasurer shall endorse on
behalf of the corporation for collection checks, notes, and other
obligations, and shall deposit all monies to the credit of the corporation in
such bank or banks or other depository as the Board of Directors may
designate, and shall sign all receipts and vouchers for payments made by the
corporation. Unless otherwise specified by the Board of Directors, the
treasurer shall sign with the president all bills of exchange and promissory
notes of the corporation, shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities, and such other
property belonging to the corporation as the Board of Directors shall
designate, and shall sign all papers required by law, by these Bylaws, or by
the Board of Directors to be signed by the treasurer. The treasurer shall
enter regularly in the books of the corporation, to be kept for that purpose,
full and accurate accounts of all monies received and paid on account of the
corporation and, whenever required by the Board of Directors, the treasurer
shall render a statement of any or all accounts. The treasurer shall at all
reasonable times exhibit the books of account to any directors of the
corporation and shall perform all acts incident to the position of treasurer
subject to the control of the Board of Directors.
The treasurer shall, if required by the Board of Directors, give bond to the
corporation in such sum and with such security as shall be approved by the
Board of Directors for the faithful performance of all the duties of
treasurer and for restoration to the corporation, in the event of the
treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.
Section 3.09 Assistant Treasurer. The Board of Directors may appoint an
assistant treasurer who shall have such powers and perform such duties as may
be prescribed by the treasurer of the corporation or by the Board of
Directors, and the Board of Directors may require the assistant treasurer to
give a bond to the corporation in such sum and with such security as it may
approve, for the faithful performance of the duties of assistant treasurer,
and for restoration to the corporation, in the event of the assistant
treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the corporation shall
be issued in such manner and at such times and upon such conditions as shall
be prescribed by the Board of Directors.
Section 4.02 Certificates. Ownership in the corporation shall be
evidenced by certificates for shares of stock in such form as shall be
prescribed by the Board of Directors, shall be under the seal of the
corporation and shall be signed by the president or the vice-president and
also by the secretary or an assistant secretary. Each certificate shall
contain the name of the record holder, the number, designation, if any, class
or series of shares represented, a statement of summary of any applicable
rights, preferences, privileges or restrictions thereon, and a statement that
the shares are assessable, if applicable. All certificates shall be
consecutively numbered. The name and address of the shareholder, the number
of shares, and the date of issue shall be entered on the stock transfer books
of the corporation.
Section 4.03 Surrender: Lost or Destroyed Certificates. All certificates
surrendered to the corporation, except those representing shares of treasury.
stock, shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been cancelled,
except that in case of a lost, stolen, destroyed or mutilated certificate, a
new one may be issued therefor. However, any shareholder applying for the
issuance of a stock certificate in lieu of one alleged to have been lost,
stolen, destroyed or mutilated shall, prior to the issuance of a replacement,
provide the corporation with his, her or its affidavit of the facts
surrounding the loss, theft, destruction or mutilation. An indemnity bond in
an amount and upon such terms as the treasurer, or the Board of Directors,
may be required at the discretion of the Board of Directors. In no case shall
the bond be in an amount less than twice the current market value of the
stock and it shall indemnify the corporation against any loss, damage, cost
or inconvenience arising as a consequence of the issuance of a replacement
certificate.
Section 4.04 Replacement Certificate. When the Articles of incorporation
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, including, without limitation, the merger or
consolidation of the corporation with another corporation or the
reorganization of the corporation, to cancel any outstanding certificate for
shares and issue a new certificate therefore conforming to the rights of the
holder, the Board of Directors may order any holders of outstanding
certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors.
The order may provide that a holder of any certificate(s) ordered to be
surrendered shall not be entitled to vote, receive dividends or exercise any
other rights of stockholders until the holder has complied with the order
provided that such order operates to suspend such rights only after notice
and until compliance.
Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
against the corporation except on surrender and cancellation of the
certificate therefore, accompanied by an assignment or transfer by the
registered owner made either in person or under assignment. Whenever any
transfer shall be expressly made for collateral security and not absolutely,
the collateral nature of the transfer shall be reflected in the entry of
transfer on the books of the corporation.
Section 4.06 Transfer Agent. The Board of Directors may appoint one or
more transfer agents and registrars of transfer and may require all
certificates for shares of stock to bear the signature of such transfer agent
and such registrar of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books shall be
closed for a period of ten (10) days prior to all meetings of the
stockholders and shall be closed for the payment of dividends as provided in
Article V hereof and during such periods as, from time to time, may be fixed
by the Board of Directors, and, during such periods, no stock shall be
transferable.
Section 4.08 Miscellaneous. The Board of Directors shall have the power
and authority to make such rules and regulations not inconsistent herewith as
it may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the capital stock of the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends may be declared, subject to the provisions of the
laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board
of Directors may fix in advance a record date, as provided in Section 1 .06
of these Bylaws, prior to the dividend payment for the purpose of determining
stockholders entitled to receive payment of any dividend. The Board of
Directors may close the stock transfer books for such purpose for a period of
not more than ten (10) days prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the corporation
in the State of Nevada shall be at 3525 East Harmon Avenue, Las Vegas, Nevada
89121, and the corporation may have an office in any other state or territory
as the Board of Directors may designate. The principal office of the
corporation or any of its other offices in any other state or territory may
be changed as deemed necessary by the Board of Directors.
Section 6.02 Records. The stock transfer books and a certified copy of
the Bylaws, Articles of Incorporation, any amendments thereto, and the
minutes of the proceedings of stockholders, the Board of Directors, and
committees of the Board of Directors shall be kept at the principal office of
the corporation or at such location as determined by the Board of Directors
for the inspection of all who have the right to see the same and for the
transfer of stock. All other books of the corporation shall be kept at such
places as may be prescribed by the Board of Directors.
Section 6.03 Financial Report on Request. Any shareholder or
stockholders holding at least five percent (5%) of the outstanding shares of
any class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month, or nine (9) month period
of the current fiscal year ended more than thirty (30) days prior to the date
of the request and a balance sheet of the corporation as of the end of such
period. In addition, if no annual report for the last fiscal year has been
sent to stockholders, such shareholder or stockholders may make a request for
a balance sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year. The
statements shall be delivered, mailed, or electronically transferred to the
person making the request within thirty (30) days thereafter at a cost
determined by the Board of Directors. A copy of the statements shall be kept
on file in the principal office of the corporation for twelve (12) months,
and such copies shall be exhibited at all reasonable times to any shareholder
demanding an examination of them or a copy shall be mailed to each
shareholder. Upon request by any shareholder, there shall be mailed to the
shareholder a copy of the last annual, semiannual, or quarterly income
statement which it has prepared and a balance sheet as of the end of the
period at a cost determined by the Board of Directors. The financial
statements referred to in this Section 6.03 shall be accompanied by the
report thereon, if any, of any independent accountants engaged by the
corporation or the certificate of an authorized officer of the corporation
that such financial statements were prepared without audit from the books and
records of the corporation.
Section 6.04 Right of Inspection.
(a) By court order, minutes of proceedings of the stockholders shall be
open to inspection upon the written demand of any shareholder or holder of a
voting trust certificate at any reasonable time during usual business hours
for a purpose reasonably related to such holder's interest as a shareholder
or as the holder of such voting trust certificate. Such inspection may be
made in person or by agent or attorney, and the right of inspection includes
the right to copy and make extracts at a cost to be determined by the Board
of Directors and paid by the stockholders.
(b) Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to
inspect the physical properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or attorney,
and the right of inspection includes the right to copy and make extracts at a
cost to be determined by the Board of Directors and paid by the Director.
Section 6.05 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to
be impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.
Section 6.06 Fiscal Year. The fiscal year-end of the corporation shall
be fixed by resolution of the Board of Directors.
Section 6.07 Reserves. The Board of Directors may create, by resolution,
out of the earned surplus of the corporation such reserves as the directors
may, from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends or to repair or maintain any property
of the corporation, or for such other purpose as the Board of Directors may
deem beneficial to the corporation, and the directors may modify or abolish
any such reserves in the manner in which they were created.
ARTICLE VII
INDEMNIFICATION
Section 7.01. Actions By Third Parties. The corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of itself, create
a presumption that the person 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 that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
Section 7.02. Actions By Or In The Right Of The Corporation. The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably incurred by
him in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation. Provided, however,
indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals there from, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 7.03. Success in Defending Actions. To the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in Sections 7.01 and 7.02, or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Section 7.04. Authorization. Any indemnification under Sections 7.01 and
7.02, unless ordered by a court or advanced pursuant to Section 7.05, must be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by a majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
Section 7.05. Advancing Expenses. The expenses of officers and directors
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. The provisions of this Section
do not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any contract
or otherwise by law.
Section 7.06. Other Rights; Continuing Indemnification. The
indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this Article VII:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or these bylaws, any agreement, vote
of stockholders or disinterested directors or otherwise, for either an action
in his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
Section 7.02 or for the advancement of expenses made pursuant to Section
7.05, may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE VIII
BY-LAWS
Section 8.01 Amendment. These Bylaws may only be altered, amended, or
repealed at a meeting of the stockholders at which a quorum is present by the
affirmative vote of the holders of two-thirds (2/3rds) of the capital stock
of the corporation entitled to vote or by the consent of the stockholders in
accordance with Section 1.12 of these Bylaws.
Section 8.02 Additional Bylaws. Additional bylaws not inconsistent
herewith may be adopted by the Board of Directors at any meeting of the Board
of Directors at which a quorum is present by an affirmative vote of a
majority of the directors present or by the unanimous consent of the Board of
Directors in accordance with Section 2.11 of these Bylaws. Any bylaws so
adopted shall be presented to the stockholders for alteration, amendment, or
repeal in accordance with Section 8.01 of these Bylaws.
CERTIFICATION
I, the undersigned, being the duly elected secretary of the corporation, do
hereby certify that the foregoing Bylaws were adopted by the Board of
Directors the 7 th day of June 2006.
/s/ J. Leigh Anderson
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J. LEIGH ANDERSON, SECRETARY