BYLAWS
OF
THERMAL
TENNIS INC.
(a
Nevada
corporation)
ARTICLE
I
OFFICES
Section
1. Registered Office. The registered office of the corporation in the
State of Nevada shall be in the City of Reno, State of Nevada.
Section
2. Other Offices. The corporation shall also have and
maintain an office or principal place of business at such place as may be fixed
by the Board of Directors, and may also have offices at such other places,
both
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the corporation may require.
ARTICLE
II
CORPORATE
SEAL
Section
3. Corporate Seal. If the corporation has a corporate
seal, it shall consist of a die bearing the name of the corporation and the
inscription, "Corporate Seal-Nevada." Said seal may be used by causing it or
a
facsimile thereof to be impressed or affixed or reproduced or
otherwise. The existence and use of a corporate seal is
optional. Any document to which the corporation is a party shall be
as valid and binding without the impress or image of a seal affixed as with
it.
ARTICLE
III
STOCKHOLDERS'
MEETINGS
Section
4. Place of Meetings. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State
of
Nevada, as may be designated from time to time by the Board of Directors, or,
if
not so designated, then at the
office
of
the corporation required to be maintained pursuant to Section 2 hereof.
Section
5. Annual Meeting.
(a) The
annual meeting of the stockholders of the corporation, for the purpose of
election of directors and for such other business as may lawfully come before
it, shall be held on such date and at such time as may be designated from time
to time by the Board of Directors. Failure to hold an annual meeting
shall not work to dissolve the corporation or pierce the corporate veil other
than as required by applicable law. If directors are not elected
during any calendar year, the corporation shall not for that reason be
dissolved, but every director shall continue to hold office and discharge his
duties until his or her successor has been elected.
(b) At
an annual meeting of the stockholders, only such business shall be conducted
as
shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be: (A) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board
of Directors, (B) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (C) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received
at
the principal executive offices of the corporation not later than the close
of
business on the sixtieth (60th) day nor earlier than the close of business
on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting
was
held in the previous year or the date of the annual meeting has been changed
by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must
be
so received not earlier than the close of business on the ninetieth (90th)
day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
corporation. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting:
(i) a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii)
the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (iii) the class and number of shares of
the
corporation which are beneficially owned by the stockholder, (iv) any material
interest of the stockholder in such business and (v) any other information
that
is required to be provided by the stockholder pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his
capacity as a proponent to a stockholder proposal. Notwithstanding
the foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholder's meeting,
stockholders must provide notice as required by the regulations promulgated
under the 1934 Act. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this paragraph (b). The
chairman of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this paragraph (b), and, if he should
so determine, he shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.
(c) Only
persons who are confirmed in accordance with the procedures set forth in this
paragraph (c) shall be eligible for election as
directors. Nominations of persons for election to the Board of
Directors of the corporation may be made at a meeting of stockholders by or
at
the direction of the Board of Directors or by any stockholder of the corporation
entitled to vote in the election of directors at the meeting who complies with
the notice procedures set forth in this paragraph (c). Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the corporation in accordance with the provisions of paragraph (b) of this
Section 5. Such stockholder's notice shall set forth (i) as to each
person, if any, whom the stockholder proposes to nominate for election or
re-election as a director: (A) the name, age, business address and residence
address of such person, (B) the principal occupation or employment of such
person, (c) the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person
or
persons (naming such person or persons) pursuant to which the nominations are
to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation
14A
under the 1934 Act (including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee and to serving
as a
director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of this Section
5. At the request of the Board of Directors, any person nominated by
a stockholder for election as a director shall furnish to the Secretary of
the
corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall
be eligible for election as a director of the corporation unless nominated
in
accordance with the procedures set forth in this paragraph (c). The
chairman of the meeting shall, if the facts warrant, determine and declare
at
the meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
at the meeting, and the defective nomination shall be disregarded.
(d) For
purposes of this Section 5, "public announcement" shall mean disclosure in
a
press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section
13,
14 or 15(d) of the Exchange Act.
Section
6. Special Meetings.
(a) Special
meetings of the stockholders of the corporation may be called, for any purpose
or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief
Executive Officer, or (iii) the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether
or
not there exist any vacancies in previously authorized directorships at the
time
any such resolution is presented to the Board of Directors for adoption), and
shall be held at such place, on such date, and at such time as the Board of
Directors, shall determine.
(b) If
a special meeting is called by any person or persons other than the Board of
Directors, the request shall be in writing, specifying the general nature of
the
business proposed to be transacted, and shall be delivered personally or sent
by
registered mail or by telegraphic or other facsimile transmission to the
Chairman of the Board of Directors, the Chief Executive Officer, or the
Secretary of the corporation. No business may be transacted at such
special meeting otherwise than specified in such notice. The Board of
Directors shall determine the time and place of such special meeting, which
shall be held not less than thirty-five (35) nor more than one hundred twenty
(120) days after the date of the receipt of the request. Upon
determination of the time and place of the meeting, the officer receiving the
request shall cause notice to be given to the stockholders entitled to vote,
in
accordance with the provisions of Section 7 of these Bylaws. If the
notice is not given within sixty (60) days after the receipt of the request,
the
person or persons requesting the meeting may set the time and place of the
meeting and give the notice. Nothing contained in this paragraph (b)
shall be construed as limiting, fixing, or affecting the time when a meeting
of
stockholders called by action of the Board of Directors may be held.
Section
7. Notice of Meetings. Except as otherwise provided by law
or the Articles of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before
the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, signed by the person entitled to notice
thereof, either before or after such meeting, and will be waived by any
stockholder by his attendance thereat in person or by proxy, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Any stockholder so waiving notice
of such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.
Section
8. Quorum. At all meetings of stockholders, except where a
greater requirement is provided by statute or by the Articles of Incorporation,
or by these Bylaws, the presence, in person or by proxy duly authorized, of
the
holder or holders of 33 1/3 percent of the outstanding shares of the
corporation's common voting stock shall constitute a quorum for the transaction
of business. In the absence of a quorum, any meeting of stockholders
may be adjourned, from time to time, either by the chairman of the meeting
or by
vote of the holders of a majority of the shares represented thereat, but no
other business shall be transacted at such meeting. The stockholders
present at a duly called or 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. Except as
otherwise provided by law, the Articles of Incorporation or these Bylaws, all
action taken by the holders of a majority of the votes cast, excluding
abstentions, at any meeting at which a quorum is present shall be valid and
binding upon the corporation; provided, however, that directors shall be elected
by a plurality of the votes of the shares present in person or represented
by
proxy at the meeting and entitled to vote on the election of
directors. Where a separate vote by a class or classes or series is
required, except where otherwise provided by the statute or by the Articles
of
Incorporation or these Bylaws, a majority of the outstanding shares of such
class or classes or series, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter and, except where otherwise provided by the statute or by the Articles
of
Incorporation or these Bylaws, the affirmative vote of the majority (plurality,
in the case of the election of directors) of the votes cast, including
abstentions, by the holders of shares of such class or classes or series shall
be the act of such class or classes or series.
Section
9. Adjournment and Notice of Adjourned Meetings. Any
meeting of stockholders, whether annual or special, may be adjourned from time
to time either by the chairman of the meeting or by the vote of a majority
of
the shares casting votes, excluding abstentions. 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. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original
meeting. If the adjournment is for more than thirty (30) days or if
after the adjournment a new record date is fixed for the adjourned meeting,
a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section
10. Voting Rights. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the
stock
records of the corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of
stockholders. Every person entitled to vote shall have the right to
do so either in person or by an agent or agents authorized by a proxy granted
in
accordance with Nevada law. An agent so appointed need not be a
stockholder. No proxy shall be voted after three (3) years from its
date of creation unless the proxy provides for a longer period.
Section
11. Joint Owners of Stock. If shares or other securities
having voting power stand of record in the names of two (2) or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety, or otherwise, or if two (2) or more persons have the
same fiduciary relationship respecting the same shares, unless the Secretary
is
given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it
is
so provided, their acts with respect to voting shall have the following effect:
(a) if only one (1) votes, his act binds all; (b) if more than one (1) votes,
the act of the majority so voting binds all; (c) if more than one (1) votes,
but
the vote is evenly split on any particular matter, each faction may vote the
securities in question proportionally, or may apply to the Nevada Court of
Chancery for relief as provided in the General Corporation Law of Nevada,
Section 217(b). If the instrument filed with the Secretary shows that
any such tenancy is held in unequal interests, a majority or even-split for
the
purpose of subsection (c) shall be a majority or even-split in interest.
Section
12. List of Stockholders. The Secretary shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at said meeting, arranged in
alphabetical order, showing the address of each stockholder and the number
of
shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10)
days
prior to the meeting, either at a place within the city where the meeting is
to
be held, which place shall be specified in the notice of the meeting, or, if
not
specified, at the place where the meeting is to be held. The list
shall be produced and kept at the time and place of meeting during the whole
time thereof and may be inspected by any stockholder who is present.
Section
13. Action Without Meeting. Any action required or
permitted to be taken at a meeting of the stockholders may be taken
without a meeting if a written consent thereto is signed by stockholders holding
at least a majority of the voting power, except that if a different proportion
of voting power is required for such an action at a meeting, then that
proportion of written consents is required.
Section
14. Organization.
(a) At
every meeting of stockholders, the Chairman of the Board of Directors, or,
if a
Chairman has not been appointed or is absent, the President, or, if the
President is absent, a chairman of the meeting chosen by a majority in interest
of the stockholders entitled to vote, present in person or by proxy, shall
act
as chairman. The Secretary, or, in his absence, an Assistant
Secretary directed to do so by the President, shall act as secretary of the
meeting.
(b) The
Board of Directors of the corporation shall be entitled to make such rules
or
regulations for the conduct of meetings of stockholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting
shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders
of
record of the corporation and their duly authorized and constituted proxies
and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless and to the extent determined by the Board of
Directors or the chairman of the meeting, meetings of stockholders shall not
be
required to be held in accordance with rules of parliamentary procedure.
ARTICLE
IV
DIRECTORS
Section
15. Number and Qualification. The authorized number of
directors of the corporation shall be not less than one (1) nor more than nine
(9) as fixed from time to time by resolution of the Board of Directors; provided
that no decrease in the number of directors shall shorten the term of any
incumbent directors. Directors need not be stockholders unless so
required by the Articles of Incorporation. If for any cause, the
directors shall not have been elected at an annual meeting, they may be elected
as soon thereafter as convenient at a special meeting of the stockholders called
for that purpose in the manner provided in these Bylaws.
Section
16. Powers. The powers of the corporation shall be
exercised, its business conducted and its property controlled by the Board
of
Directors, except as may be otherwise provided by statute or by the Articles
of
Incorporation.
Section
17. Election and Term of Office of Directors. Members of
the Board of Directors shall hold office for the terms specified in the Articles
of Incorporation, as it may be amended from time to time, and until their
successors have been elected as provided in the Articles of
Incorporation.
Section
18. Vacancies. Unless otherwise provided in the Articles
of Incorporation, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by stockholder vote, be filled
only by the affirmative vote of a majority of the directors then in office,
even
though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the director for which the vacancy was created
or
occurred and until such director's successor shall have been elected and
qualified. A vacancy in the Board of Directors shall be deemed to
exist under this Bylaw in the case of the death, removal or resignation of
any
director.
Section
19. Resignation. Any director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors. If no such
specification is made, it shall be deemed effective at the pleasure of the
Board
of Directors. When one or more directors shall resign from the Board
of Directors, effective at a future date, a majority of the directors then
in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation
or
resignations shall become effective, and each director so chosen shall hold
office for the unexpired portion of the term of the director whose place shall
be vacated and until his successor shall have been duly elected and
qualified.
Section
20. Removal. Subject to the Articles of Incorporation, any
director may be removed by:
(a) the
affirmative vote of the holders of a majority of the outstanding shares of
the
Corporation then entitled to vote, with or without cause; or
(b) the
affirmative and unanimous vote of a majority of the directors of the
Corporation, with the exception of the vote of the directors to be removed,
with
or without cause.
Section
21. Meetings.
(a) Annual
Meetings. The annual meeting of the Board of Directors shall be held
immediately after the annual meeting of stockholders and at the place where
such
meeting is held. No notice of an annual meeting of the Board of
Directors shall be necessary and such meeting shall be held for the purpose
of
electing officers and transacting such other business as may lawfully come
before it.
(b) Regular
Meetings. Except as hereinafter otherwise provided, regular meetings
of the Board of Directors shall be held in the office of the corporation
required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Articles of Incorporation, regular meetings of
the
Board of Directors may also be held at any place within or without the state
of
Nevada which has been designated by resolution of the Board of Directors or
the
written consent of all directors.
(c) Special
Meetings. Unless otherwise restricted by the Articles of
Incorporation, special meetings of the Board of Directors may be held at any
time and place within or without the State of Nevada whenever called by the
Chairman of the Board, the President or any two of the directors.
(d) Telephone
Meetings. Any member of the Board of Directors, or of any committee
thereof, may participate in a meeting by means of conference telephone or
similar communications equipment by means of which all persons participating
in
the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.
(e) Notice
of Meetings. Notice of the time and place of all special meetings of
the Board of Directors shall be orally or in writing, by telephone, facsimile,
telegraph or telex, during normal business hours, at least twenty-four (24)
hours before the date and time of the meeting, or sent in writing to each
director by first class mail, charges prepaid, at least three (3) days before
the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends the meeting
for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
(f) Waiver
of Notice. The transaction of all business at any meeting of the
Board of Directors, or any committee thereof, however called or noticed, or
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after
the meeting, each of the directors not present shall sign a written waiver
of
notice. All such waivers shall be filed with the corporate records or
made a part of the minutes of the meeting.
Section
22. Quorum and Voting.
(a) Unless
the Articles of Incorporation requires a greater number and except with respect
to indemnification questions arising under Section 43 hereof, for which a quorum
shall be one-third of the exact number of directors fixed from time to time
in
accordance with the Articles of Incorporation, a quorum of the Board of
Directors shall consist of a majority of the exact number of directors fixed
from time to time by the Board of Directors in accordance with the Articles
of
Incorporation provided, however, at any meeting whether a quorum be present
or
otherwise, a majority of the directors present may adjourn from time to time
until the time fixed for the next regular meeting of the Board of Directors,
without notice other than by announcement at the meeting.
(b) At
each meeting of the Board of Directors at which a quorum is present, all
questions and business shall be determined by the affirmative vote of a majority
of the directors present, unless a different vote be required by law, the
Articles of Incorporation or these Bylaws.
Section
23. Action Without Meeting. Unless otherwise restricted by
the Articles 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 of Directors or
committee, as the case may be, consent thereto in writing, and such writing
or
writings are filed with the minutes of proceedings of the Board of Directors
or
committee.
Section
24. Fees and Compensation. Directors shall be entitled to
such compensation for their services as may be approved by the Board of
Directors, including, if so approved, by resolution of the Board of Directors,
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 shall be construed
to preclude any director from serving the corporation in any other capacity
as
an officer, agent, employee, or otherwise and receiving compensation
therefor.
Section
25. Committees.
(a) Executive
Committee. The Board of Directors may by resolution passed by a
majority of the whole Board of Directors appoint an Executive Committee to
consist of one (1) or more members of the Board of Directors. The
Executive Committee, to the extent permitted by law and provided in the
resolution of the Board of Directors shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, including without limitation the power or authority
to declare a dividend, to authorize the issuance of stock and to adopt a
certificate of ownership and merger, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Articles of Incorporation (except that a committee may, to the extent authorized
in the resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation or fix the number of shares of any series of stock or authorize
the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation.
(b) Other
Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, from time to time appoint such other
committees as may be permitted by law. Such other committees
appointed by the Board of Directors shall consist of one (1) or more members
of
the Board of Directors and shall have such powers and perform such duties as
may
be prescribed by the resolution or resolutions creating such committees, but
in
no event shall such committee have the powers denied to the Executive Committee
in these Bylaws.
(c) Term. Each
member of a committee of the Board of Directors shall serve a term on the
committee coexistent with such member's term on the Board of
Directors. The Board of Directors, subject to the provisions of
subsections (a) or (b) of this Bylaw may at any time increase or decrease the
number of members of a committee or terminate the existence of a
committee. The membership of a committee member shall terminate on
the date of his death or voluntary resignation from the committee or from the
Board of Directors. The Board of Directors may at any time for any
reason remove any individual committee member and the Board of Directors may
fill any committee vacancy created by death, resignation, removal or increase
in
the number of members of the committee. The Board of Directors may
designate one or more directors as alternate members of any committee, who
may
replace any absent or disqualified member at any meeting of the committee,
and,
in addition, in the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place
of
any such absent or disqualified member.
(d) Meetings. Unless
the Board of Directors shall otherwise provide, regular meetings of the
Executive Committee or any other committee appointed pursuant to this Section
25
shall be held at such times and places as are determined by the Board of
Directors, or by any such committee, and when notice thereof has been given
to
each member of such committee, no further notice of such regular meetings need
be given thereafter. Special meetings of any such committee may be
held at any place which has been determined from time to time by such committee,
and may be called by any director who is a member of such committee, upon
written notice to the members of such committee of the time and place of such
special meeting given in the manner provided for the giving of written notice
to
members of the Board of Directors of the time and place of special meetings
of
the Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after the meeting
and
will be waived by any director by attendance thereat, except when the director
attends such special meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. A majority of the authorized
number of members of any such committee shall constitute a quorum for the
transaction of business, and the act of a majority of those present at any
meeting at which a quorum is present shall be the act of such committee.
Section
26. Organization. At every meeting of the directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed
or
is absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the directors present, shall preside over the
meeting. The Secretary, or in his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary of the
meeting.
ARTICLE
V
OFFICERS
Section
27. Officers Designated. The officers of the corporation
shall include the President, the Secretary, and the Treasurer. The
Board of Directors may also appoint one or more Assistant Secretaries, Assistant
Treasurers and such other officers and agents with such powers and duties as
it
shall deem necessary. The Board of Directors may assign such
additional titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of the
corporation at any one time unless specifically prohibited therefrom by
law. The salaries and other compensation of the officers of the
corporation shall be fixed by or in the manner designated by the Board of
Directors.
Section
28. Tenure and Duties of Officers.
(a) General. All
officers shall hold office at the pleasure of the Board of Directors and until
their successors shall have been duly elected and qualified, unless sooner
removed. Any officer elected or appointed by the Board of Directors
may be removed at any time by the Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by
the
Board of Directors.
(b) Duties
of President. The President shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors, unless the Chairman
of the Board of Directors has been appointed and is present. Unless
some other officer has been elected Chief Executive Officer of the corporation,
the President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the
corporation. The President shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors shall designate from time to time.
(c) Duties
of Secretary. The Secretary shall attend all meetings of the
stockholders and of the Board of Directors and shall record all acts and
proceedings thereof in the minute book of the corporation. The
Secretary shall give notice in conformity with these Bylaws of all meetings
of
the stockholders and of all meetings of the Board of Directors and any committee
thereof requiring notice. The Secretary shall perform all other
duties given him in these Bylaws and other duties commonly incident to his
office and shall also perform such other duties and have such other powers
as
the Board of Directors shall designate from time to time. The
President may direct any Assistant Secretary to assume and perform the duties
of
the Secretary in the absence or disability of the Secretary, and each Assistant
Secretary shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors or the President shall designate from time to time.
(d) Duties
of Treasure. The Treasure shall keep or cause to be kept the books of
account of the corporation in a thorough and proper manner and shall render
statements of the financial affairs of the corporation in such form and as
often
as required by the Board of Directors or the President. The Treasure,
subject to the order of the Board of Directors, shall have the custody of all
funds and securities of the corporation. The Treasure shall perform
other duties commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time.
Section
29. Delegation of Authority. The Board of Directors may
from time to time delegate the powers or duties of any officer to any other
officer or agent, notwithstanding any provision hereof.
Section
30. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by
the person or persons to whom such notice is given, unless a later time is
specified therein, in which event the resignation shall become effective at
such
later time. Unless otherwise specified in such notice, the acceptance
of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to the rights,
if any, of the corporation under any contract with the resigning officer.
Section
31. Removal. Any officer may be removed from office at any
time, either with or without cause, by the affirmative vote of a majority of
the
directors in office at the time, or by the unanimous written consent of the
directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of
Directors.
ARTICLE
VI
EXECUTION
OF CORPORATE INSTRUMENTS AND VOTING
OF
SECURITIES OWNED BY THE CORPORATION
Section
32. Execution of Corporate Instrument. The Board of
Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute on behalf
of the corporation any corporate instrument or document, or to sign on behalf
of
the corporation the corporate name without limitation, or to enter into
contracts on behalf of the corporation, except where otherwise provided by law
or these Bylaws, and such execution or signature shall be binding upon the
corporation.
Unless
otherwise specifically determined by the Board of Directors or otherwise
required by law, promissory notes, deeds of trust, mortgages and other evidences
of indebtedness of the corporation, and other corporate instruments or documents
requiring the corporate seal, and certificates of shares of stock owned by
the
corporation, shall be executed, signed or endorsed by the Chairman of the Board
of Directors, or the President or any Vice President, and by the Secretary
or
Treasurer or any Assistant Secretary or Assistant Treasurer. All
other instruments and documents requiting the corporate signature, but not
requiring the corporate seal, may be executed as aforesaid or in such other
manner as may be directed by the Board of Directors.
All
checks and drafts drawn on banks or other depositaries on funds to the credit
of
the corporation or in special accounts of the corporation shall be signed by
such person .or persons as the Board of Directors shall authorize so to
do.
Unless
authorized or ratified by the Board of Directors or within the agency power
of
an officer, no officer, agent or employee shall 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
33. Voting of Securities Owned by the Corporation. All
stock and other securities of other corporations owned or held by the
corporation for itself, or for other parties in any capacity, shall be voted,
and all proxies with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors, or, in the absence of such
authorization, by the Chairman of the Board of Directors, the Chief Executive
Officer, the President, or any Vice President.
ARTICLE
VII
SHARES
OF
STOCK
Section
34. Form and Execution of Certificates. Certificates for
the shares of stock of the corporation shall be in such form as is consistent
with the Articles of Incorporation and applicable law. Every holder
of stock in the corporation shall be entitled to have a certificate signed
by or
in the name of the corporation by the Chairman of the Board of Directors, or
the
President or any Vice President and by the Treasurer or Assistant Treasurer
or
the Secretary or Assistant Secretary, certifying the number of shares owned
by
him in the corporation. Any or all of the signatures on the
certificate may be facsimiles. In case any officer, transfer agent,
or registrar who has signed or whose facsimile signature has been placed upon
a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued with the same effect as
if
he were such officer, transfer agent, or registrar at the date of
issue. Each certificate shall state upon the face or back thereof, in
full or in summary, all of the powers, designations, preferences, and rights,
and the limitations or restrictions of the shares authorized to be issued or
shall, except as otherwise required by law, set forth on the face or back a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Within a reasonable time after the
issuance or transfer of uncertificated stock, the corporation shall send to
the
registered owner thereof a written notice containing the information required
to
be set forth or stated on certificates pursuant to this section or otherwise
required by law or with respect to this section a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except
as otherwise expressly provided by law, the rights and obligations of the
holders of certificates representing stock of the same class and series shall
be
identical.
Section
35. Lost Certificates. A new certificate or certificates
shall be issued in place of any certificate or certificates theretofore issued
by the corporation alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate
of
stock to be lost, stolen, or destroyed. The corporation may require,
as a condition precedent to the issuance of a new certificate or certificates,
the owner of such lost, stolen, or destroyed certificate or certificates, or
his
legal representative, to advertise the same in such manner as it shall require
or to give the corporation a surety bond in such form and amount as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen, or
destroyed.
Section
36. Transfers.
(a) Transfers
of record of shares of stock of the corporation shall be made only upon its
books by the holders thereof, in person or by attorney duly authorized, and
upon
the surrender of a properly endorsed certificate or certificates for a like
number of shares.
(b) The
corporation shall have power to enter into and perform any agreement with any
number of stockholders of any one or more classes of stock of the corporation
to
restrict the transfer of shares of stock of the corporation of any one or more
classes owned by such stockholders in any manner not prohibited by the General
Corporation Law of Nevada.
Section
37. Fixing Record Dates.
(a) In
order that the corporation may determine the stockholders entitled to notice
of
or to vote at any meeting of stockholders or any adjournment thereof, the Board
of Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted
by
the Board of Directors, and which record date shall not be more than sixty
(60)
nor less than ten (10) days before the date of such meeting. If no
record date is fixed by the Board of Directors, 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 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. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.
(b) In
order that the corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or
the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which record date
shall not precede the date upon which the resolution fixing the record date
is
adopted, and which record date shall be not more than sixty (60) days prior
to
such action. If no record date is filed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
Section
38. Registered Stockholders. The corporation shall 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, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.
ARTICLE
VIII
OTHER
SECURITIES OF THE CORPORATION
Section
39. Execution of Other Securities. All bonds, debentures
and other corporate securities of the corporation, other than stock certificates
(covered in Section 34), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may
be
authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature
of
the Secretary or an Assistant Secretary, or the Chief Financial Officer or
Treasurer or an Assistant Treasurer; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature, or where permissible facsimile signature, of a trustee under an
indenture pursuant to which such bond, debenture or other corporate security
shall be issued, the signatures of the persons signing and attesting the
corporate seal on such bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons. Interest
coupons appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or
an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile signature
of
such person. In case any officer who shall have signed or attested
any bond, debenture or other corporate security, or whose facsimile signature
shall appear thereon or on any such interest coupon, shall have ceased to be
such officer before the bond, debenture or other corporate security so signed
or
attested shall have been delivered, such bond, debenture or other corporate
security nevertheless may be adopted by the corporation and issued and delivered
as though the person who signed the same or whose facsimile signature shall
have
been used thereon had not ceased to be such officer of the corporation.
ARTICLE
IX
DIVIDENDS
Section
40. Declaration of Dividends. Dividends upon the
capital stock of the corporation, subject to the provisions of the Articles
of
Incorporation, if any, may be declared by the Board of Directors pursuant to
law
at any regular or special meeting. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
Articles of Incorporation.
Section
41. Dividend Reserve. Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to time, in
their
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining
any
property of the corporation, or for such other purpose as the Board of Directors
shall think conducive to the interests of the corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it
was
created.
ARTICLE
X
FISCAL
YEAR
Section
42. Fiscal Year. The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.
ARTICLE
XI
IMMUNITY
AND INDEMNIFICATION
Section
43. Immunity of Directors and Indemnification of Directors and
Officers.
(a) Director
Immunity. Directors will be immune from monetary liabilities to the
fullest extent not prohibited by Nevada law. Excepted from that
immunity are:
·
|
a
willful failure to deal fairly with the corporation or its shareholders
in
connection with a matter in which the director has a material conflict
of
interest;
|
·
|
a
violation of criminal law unless the director had reasonable cause
to
believe that his or her conduct was lawful or no reasonable cause
to
believe that his or her conduct was
unlawful;
|
·
|
a
transaction from which the director derived an improper personal
profit;
and
|
(b) Directors
and Officers. The corporation will indemnify its directors and
officers to the fullest extent not prohibited by Nevada law; provided, however,
that the corporation may modify the extent of such indemnification by individual
contracts with its directors and officers; and, provided, further, that the
corporation shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such person unless
(i) such indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board of Directors of the corporation, (iii)
such indemnification is provided by the corporation, in its sole discretion,
pursuant to the powers vested in the corporation under Nevada law or (iv) such
indemnification is required to be made pursuant to these Bylaws.
(c) Expense. The
corporation will advance to 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, by reason
of the fact that he is or was a director or officer, of the corporation, or
is
or was serving at the request of the corporation as a director or executive
officer of another corporation, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request therefor, all expenses incurred by any director or officer in connection
with such proceeding upon 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 these Bylaws.
No
advance shall be made by the corporation to an officer of the corporation
(except by reason of the fact that such officer is or was a director of the
corporation in which event this paragraph shall not apply) in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, if
a
determination is reasonably and promptly made (i) by the Board of Directors
by a
majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable,
a
quorum of disinterested directors so directs, by independent legal counsel
in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in
or
not opposed to the best interests of the corporation.
ARTICLE
XII
NOTICES
Section
44. Notices.
(a) Notice
to Stockholders. Whenever, under any provisions of these Bylaws,
notice is required to be given to any stockholder, it shall be given in writing,
timely and duly deposited in the United States mail, postage prepaid, and
addressed to his last known post office address as shown by the stock record
of
the corporation or its transfer agent.
(b) Notice
to directors. Any notice required to be given to any director may be
given by the method stated in subsection (a), or by facsimile, telex or
telegram, except that such notice other than one which is delivered personally
shall be sent to such address as such director shall have filed in writing
with
the Secretary, or, in the absence of such filing, to the last known post office
address of such director.
(c) Affidavit
of Mailing. An affidavit of mailing, executed by a duly authorized and competent
employee of the corporation or its transfer agent appointed with respect to
the
class of stock affected, specifying the name and address or the names and
addresses of the stockholder or stockholders, or director or directors, to
whom
any such notice or notices was or were given, and the time and method of giving
the same, shall in the absence of fraud, be prima facie evidence of the facts
therein contained.
(d) Time
Notices Deemed Given. All notices given by mail, as above provided,
shall be deemed to have been given as at the time of mailing, and all notices
given by facsimile, telex or telegram shall be deemed to have been given as
of
the sending time recorded at time of transmission.
(e) Methods
of Notice. It shall not be necessary that the same method of giving
notice be employed in respect of all directors, but one permissible method
may
be employed in respect of any one or more, and any other permissible method
or
methods may be employed in respect of any other or others.
(f) Failure
to Receive Notice. The period or limitation of time within which any stockholder
may exercise any option or right, or enjoy any privilege or benefit, or be
required to act, or within which any director may exercise any power or right,
or enjoy any privilege, pursuant to any notice sent him ill the manner above
provided, shall not be affected or extended in any manner by the failure of
such
stockholder or such director to receive such notice.
(g) Notice
to Person with Whom Communication Is Unlawful. Whenever notice is
required to be given, under any provision of law or of the Articles of
Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not
be
require and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such
person. Any action or meeting which shall be taken or held without
notice to any such person with whom communication is unlawful shall have the
same force and effect as if such notice had been duly given. In the
event that the action taken by the corporation is such as to require the filing
of a certificate under any provision of the Nevada General Corporation Law,
the
certificate shall state, if such is the fact and if notice is required, that
notice was given to all persons entitled to receive notice except such persons
with whom communication is unlawful.
(h) Notice
to Person with Undeliverable Address. Whenever notice is required to
be given, under any provision of law or the Articles of Incorporation or Bylaws
of the corporation, to any stockholder to whom (i) notice of two consecutive
annual meetings, and all notices of meetings or of the taking of action by
written consent without a meeting to such person during the period between
such
two consecutive annual meetings, or (ii) all, and at least two, payments (if
sent by first class mail) of dividends or interest on securities during a
twelve-month period, have been mailed addressed to such person at his address
as
shown on the records of the corporation and have been returned undeliverable,
the giving of such notice to such person shall not be required. Any
action or meeting which shall be taken or held without notice to such person
shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written
notice setting forth his then current address, the requirement that notice
be
given to such person shall be reinstated. In the event that the
action taken by the corporation is such as to require the filing of a
certificate under any provision of the Nevada General Corporation Law, the
certificate need not state that notice was not given to persons to whom notice
was not required to be given pursuant to this paragraph.
ARTICLE
XII
AMENDMENTS
Section
45. Amendments. The Board of Directors shall have the
power to adopt, amend, or repeal these Bylaws.
ARTICLE
XIV
LOANS
TO
OFFICERS
Section
46. Loans to Officers. The corporation may lend money to,
or guarantee any obligation of, or otherwise assist any officer or other
employee of the corporation or of its subsidiaries, including any officer or
employee who is a Director of the corporation or its subsidiaries, whenever,
in
the judgment of the Board of Directors, such loan, guarantee or assistance
may
reasonably be expected to benefit the corporation. The loan,
guarantee or other assistance may be with or without interest and may be
unsecured, or secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the corporation.
Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers
of
guaranty or warranty of the corporation at common law or under any
statute.