AMENDED
AND RESTATED BYLAWS OF NEVADA GOLD & CASINOS, INC.
AMENDED
AND RESTATED BYLAWS OF
NEVADA
GOLD & CASINOS, INC.
ARTICLE
I
OFFICES
1.1
Principal
Office
.
Nevada
Gold & Casinos, Inc. (the "Corporation") is formed under the laws under the
State of Nevada, and its principal office shall be in Harris County,
Texas.
1.2
Other
Offices
.
The
Corporation may also have offices located in 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
SHAREHOLDERS
2.1
Time
and Place of Meeting
.
All
meetings of the Shareholders shall be held at the time and at a place within
or
without the State of Nevada as determined by the Board of
Directors.
2.2
Annual
Meetings
.
Annual
meetings of the Shareholders shall be held at a time and place fixed by the
Board of Directors. At the annual meeting, the Shareholders shall elect
Directors and transact any other business that may properly be brought before
the meeting. Nomination and election of Directors must be transacted pursuant
to
the notice and other requirements set forth in Section 2.16. All other business
must be transacted pursuant to the notice and other requirements set forth
in
Section 2.17.
2.3
Special
Meetings
.
Special
meetings of the Shareholders may be called only by a majority of the Board
of
Directors, the Chairman of the Board, the Chief Executive Officer, or the
President of the Corporation; and the Secretary shall issue a notice to all
Shareholders of the time, date, and place of the meeting. The notice shall
state
the purpose or purposes of the proposed meeting. Business transacted at special
meetings shall be confined to the purposes stated in the notice of the
meeting.
2.4
Notice
.
Written
or printed notice shall state the place, day, and hour of any Shareholders'
meeting, and in the case of a special meeting, the purpose or purposes for
which
the meeting is called. The notice shall be delivered in person or by mail,
private courier, facsimile transmission, e-mail, telegraph, or other form of
wire or wireless communication not less than ten nor more than sixty days before
the date of the meeting, by or at the direction of the President, Secretary,
Officer, or other person calling the meeting, to each Shareholder of record
entitled to vote at the meeting.
Notice
of
an annual meeting need not include a description of the purpose or purposes
of
the meeting, except the purpose or purposes shall be stated with respect to:
|
a.
|
an
amendment to the Articles of Incorporation of the
Corporation;
|
|
b.
|
a
merger or share exchange in which the Corporation is a party and,
with
respect to a share exchange, in which the Corporation's shares will
be
acquired;
|
|
c.
|
a
sale, lease, exchange, or other disposition, other than in the usual
and
regular course of business, of all of or substantially all of the
property
of the Corporation or of another entity that this Corporation controls,
in
each case with or without goodwill;
|
|
d.
|
a
dissolution of the Corporation; or
|
|
e.
|
any
other purpose for which a statement of purpose is required by the
Nevada
Private Corporations Act, or applicable
law.
|
If
requested by the person or persons lawfully calling the meeting, the Secretary
shall give notice of the meeting at corporate expense. No notice need be sent
to
any Shareholder to whom notice of two consecutive annual meetings and all
notices of meetings or of the taking of action by written consent during the
period between those two consecutive annual meetings shall have been mailed
to
the last known address of the Shareholder and have been returned as
undeliverable until another address for the Shareholder is provided to the
Corporation by the Shareholder. In order to be entitled to receive notice of
any
meeting, a Shareholder shall advise the Corporation in writing of any change
in
the Shareholder's mailing address as shown on the Corporation's current record
of Shareholders. If mailed, the notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, to the Shareholder at
his
or her address as it appears on the Corporation's current record of
Shareholders. When a meeting is adjourned to another date, time, or place,
notice need not be given of the new date, time, or place if the new date, time,
or place of the meeting is announced before adjournment of the meeting at which
the adjournment is taken. At the adjourned meeting, the Corporation may transact
any business that may have been transacted at the original meeting. If the
adjournment is for more than 120 days, or if a new record date is fixed for
the
adjourned meeting, a new notice of the adjourned meeting shall be given to
each
Shareholder of record entitled to vote at the meeting as of the new record
date.
2.5
Waiver
of Notice
.
A
Shareholder may waive notice of a meeting before or after the time and date
of
the meeting by a writing signed by the Shareholder. This waiver shall be
delivered to the Corporation for filing with the corporate records. Further,
by
attending a meeting either in person or by proxy, a Shareholder waives objection
to lack of notice or defective notice of the meeting unless the Shareholder
objects at the beginning of the meeting to the holding of the meeting or the
transaction of business at the meeting because of lack of notice or defective
notice. By attending the meeting, the Shareholder also waives any objection
to
consideration at the meeting of a particular matter within the purpose or
purposes described in the meeting notice unless the Shareholder objects to
considering the matter when it is presented.
2.6
Record
Date
.
The
Board of Directors may fix in advance a record date for the purpose of
determining Shareholders entitled to (a) notice of or to vote at a meeting
of
Shareholders; (b) receive distributions or share dividends; or (c) take any
other action; and the record date shall not be less than ten nor more than
sixty
days prior to the meeting, or the Board of Directors may close the stock
transfer books for this purpose for a period of not less than ten nor more
than
sixty days prior to the meeting. In the absence of any action by the Board
of
Directors, the date upon which the notice of the meeting is sent to the
Shareholders, or the date on which the Board adopted a resolution providing
for
a distribution, if that occurs, shall be the record date. When a determination
of Shareholders entitled to vote at any meeting of Shareholders is made as
provided in this Section, the determination shall apply to any adjournment
of
the meeting unless the Board of Directors fixes a new record date, and the
Board
must do so if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting. Notwithstanding the above, the record
date
for determining the Shareholders entitled to take action without a meeting
or
entitled to be given notice of action taken without a meeting shall be the
date
a writing upon which the action is taken is first received by the Corporation.
The record date for determining Shareholders entitled to demand a special
meeting shall be the date of the earliest of any of the demands pursuant to
which the meeting is called.
2.7
List
of Shareholders
.
The
Officer or agent of the Corporation having charge of the stock transfer ledger
for shares of the Corporation shall make, at least ten days before each meeting
of the Shareholders, a complete list of the Shareholders entitled to vote at
the
meeting or any adjournment of a meeting arranged by voting groups and, within
each group by class or series of shares, and shall be in alphabetical order,
with the address of and the number of voting shares held by each. This list
shall be kept on file at the registered office of the Corporation and shall
be
subject to inspection by any Shareholder at any time during usual business
hours
for a period of ten days prior to the meeting or two days after notice is given,
and continuing through the meeting and any adjournment of the meeting. The
original stock transfer books shall be prima facie evidence of the Shareholders
entitled to examine the list or transfer books or to vote at any meeting of
Shareholders. Any Shareholder or Shareholder's agent or attorney may copy the
list during regular business hours and during the period it is available for
inspection, provided that the Shareholder has been a Shareholder for at least
three months immediately preceding the demand or holds at least five percent
of
all outstanding shares of any class of shares as of the date of the demand.
Any
inspection requested hereunder may be denied to a Shareholder upon his refusal
to furnish the Corporation an affidavit that the inspection is not desired
for a
purpose which is in the interest of a business or object other than the business
of the Corporation and that the Shareholder has not at any time sold or offered
for sale any list of stockholders of any other corporation or aided or abetted
any person in procuring any such record of stockholders for any such purpose.
2.8
Recognition
Procedure For Beneficial Owners
.
The
Board of Directors may adopt by resolution a procedure that allows a Shareholder
of the Corporation to certify in writing to the Corporation that all or a
portion of the shares registered in the name of the Shareholder are held for
the
account of a specified person or persons. The resolution may set
forth:
the
types
of nominees to which it applies;
the
rights or privileges that the Corporation will recognize in a beneficial owner,
which may include rights and privileges other than voting;
the
form
of certification and the information to be contained in it;
if
the
certification is with respect to a record date, the time within which the
certification must be received by the Corporation;
the
period for which the nominee's use of the procedure is effective;
and
any
other
provisions with respect to the procedure that the Board deems necessary or
desirable.
Upon
receipt by the Corporation of a certificate complying with the procedure
established by the Board of Directors, the person specified in the certification
shall be deemed, for the purpose or purposes set forth in the certification,
to
be the registered Shareholder of the number of shares specified in place of
the
Shareholder making the certification.
2.9
Quorum
.
A
majority of the votes entitled to be cast on a matter by a voting group shall
constitute a quorum of that voting group for action on the matter. The holders
of a majority of the issued and outstanding shares that are entitled to vote,
represented in person or by proxy, shall constitute a quorum at all meetings
of
the Shareholders for the transaction of business except as otherwise provided
by
the Nevada Private Corporations Act ("the Act"). If, however, a quorum is not
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote, represented in person or by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement
at
the meeting, until a quorum is present or represented. When any adjourned
meeting is reconvened and a quorum is present or represented, any business
may
be transacted that might have been transacted at the meeting as originally
notified. Once a quorum is constituted, the Shareholders present or represented
by proxy at a meeting may continue to transact business until adjournment,
notwithstanding the subsequent withdrawal from the meeting of a number of
Shareholders which leaves less than a quorum.
2.10
Voting
.
When a
quorum is present at any meeting, the vote of the holders of a majority of
the
shares present or represented by proxy at the meeting and entitled to vote
shall
be the act of the Shareholders, unless the vote of a different number is
required by the Act, the Articles of Incorporation, or these
Bylaws.
2.11
Proxy
.
Each
Shareholder shall, at every meeting of the Shareholders, be entitled to vote
in
person or by proxy for each share having voting power held by the Shareholder.
A
Shareholder or his duly authorized attorney-in-fact may appoint a proxy by
signing a writing authorizing another person or persons to act for him as proxy
or by transmitting or authorizing the transmission of an electronic record
to
the person who will be the holder of the proxy or to a firm which solicits
proxies or like agent who is
authorized
by the proxy to receive the transmission, or to the corporation. The transmitted
record shall set forth or be transmitted with written evidence from which it
can
be determined that the Shareholder transmitted or authorized the appointment.
Any copy, electronic transmission or other reliable reproduction of the proxy
or
electronic record (each a "proxy") may be substituted for the original record
if
it is a complete copy, communication or reproduction of the entire original.
Every proxy shall be filed with the Secretary of the Corporation prior to or
at
the time of the meeting. Each proxy is effective when received by the
Corporation and is valid for eleven months from the date of its execution unless
otherwise provided in the proxy.
Revocation
of a proxy does not affect the right of the Corporation to accept the proxy's
authority unless (a) the Corporation had notice that the appointment was coupled
with an interest and notice that the interest has been extinguished is received
by the Secretary or other Officer or agent authorized to tabulate votes before
the proxy exercises the authority granted in the appointment or (b) other notice
of the revocation of the appointment is received by the Secretary or other
Officer or agent authorized to tabulate votes before the proxy exercises the
authority granted in the appointment. Other notice of revocation may, in the
discretion of the Corporation, be deemed to include the appearance at a
Shareholders' meeting of the Shareholder who granted the proxy and the
Shareholder voting in person on any matter subject to a vote at the
meeting.
The
death
or incapacity of the Shareholder appointing a proxy does not affect the right
of
the Corporation to accept the proxy's authority unless the Secretary or other
Officer or agent authorized to tabulate votes receives notice of the death
or
incapacity before the proxy exercises the authority granted in the
appointment.
The
Corporation shall not be required to recognize an appointment as irrevocable
if
it has received a writing revoking the appointment signed by the Shareholder
(including a Shareholder who is a successor to the Shareholder who granted
the
proxy) either personally or by his or her attorney-in-fact, notwithstanding
that
the revocation may be a breach of an obligation of the Shareholder to another
person not to revoke the appointment.
Subject
to Section 2.13 and any express limitation on the proxy's authority appearing
on
the appointment form, the Corporation is entitled to accept the proxy's vote
or
other action as that of the Shareholder making the appointment.
2.12
Voting
Of Shares
.
Each
Shareholder shall be entitled to one vote for each outstanding share owned
by
the Shareholder, regardless of class, except to the extent that the voting
rights of the shares of any class or classes are expanded, limited or denied
by
the Articles of Incorporation or the Certificate of Designation governing such
shares and as permitted by the Act. Cumulative voting shall not be permitted
in
the election of Directors or for any other purpose.
At
each
election of Directors, the number of candidates equaling the number of Directors
to be elected who obtain the highest number of votes cast for their election
shall be elected to the Board of Directors.
Redeemable
shares are not entitled to be voted after notice of redemption is mailed to
the
holders and a sum sufficient to redeem the shares has been deposited with a
bank, trust company, or other financial institution under an irrevocable
obligation to pay the holders the redemption price upon surrender of the
shares.
2.13
Corporation's
Acceptance Of Votes
.
If the
name signed on a vote, consent, waiver, proxy appointment, or proxy appointment
revocation corresponds to the name of a Shareholder, the Corporation, if acting
in good faith, is entitled to accept the vote, consent, waiver, proxy
appointment, or proxy appointment revocation and give it effect as the act
of
the Shareholder. If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name
of
a Shareholder, the Corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, proxy appointment, or proxy
appointment revocation and to give it effect as the act of the Shareholder
if:
|
a.
|
the
Shareholder is an entity and the name signed purports to be that
of an
Officer or agent of the entity;
|
|
b.
|
the
name signed purports to be that of an administrator, executor, guardian,
or conservator representing the Shareholder and, if the Corporation
requests, evidence of the person's fiduciary status and authority
to act
that is acceptable to the Corporation has been presented to the
Corporation;
|
|
c.
|
the
name signed purports to be that of a receiver or trustee in bankruptcy
of
the Shareholder and, if the Corporation requests, evidence of this
status
acceptable to the Corporation has been presented to the
Corporation;
|
|
d.
|
the
name signed purports to be that of a pledgee, beneficial owner, or
attorney-in-fact of the Shareholder and, if the Corporation requests,
evidence acceptable to the Corporation of the signatory's authority
to
sign for the Shareholder has been presented with respect to the vote,
consent, waiver, proxy appointment, or proxy appointment
revocation;
|
|
e.
|
two
or more persons are the Shareholder as co-tenants or fiduciaries
and the
name signed purports to be the name of at least one of the co-tenants
or
fiduciaries, and the person signing appears to be acting on behalf
of all
the co-tenants or fiduciaries; or
|
|
f.
|
the
acceptance of the vote, consent, waiver, proxy appointment, or proxy
appointment revocation is otherwise proper under rules established
by the
Corporation that are not inconsistent with any other provision of
this
Section 2.13.
|
The
Corporation is entitled to reject a vote, consent, waiver, proxy appointment,
or
proxy appointment revocation if the Secretary or other Officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the Shareholder.
Neither
the Corporation nor its Officers nor any agent who accepts or rejects a vote,
consent, waiver, proxy appointment, or proxy appointment revocation in good
faith and in accordance with the standards of this Section is liable for damages
for the consequences of the acceptance or rejection.
2.14
Action
By Written Consent
.
Any
action required or permitted to be taken at any meeting of the Shareholders
may
be taken without a meeting if a written consent sets forth the action taken
by
the Shareholders and is signed by persons representing a majority of the Shares
entitled to vote on the subject matter and the written consent is received
by
the Corporation. The consent shall have the same force and effect as a majority
vote of the Shares entitled to vote at a meeting of the Shareholders and may
be
so stated in any document. Action taken under this Section is effective as
of
the date the last writing necessary to effect the action is received by the
Corporation, unless all of the writings specify a different effective date,
in
which case the specified date shall be the effective date for the action. If
enough Shareholders revoke their consent to bring the total number of Shares
entitled to vote that are voting on the matters in the consent to less than
a
majority prior to what would otherwise be the effective date, the action
proposed in the consent shall be invalid. The record date for determining
Shareholders entitled to vote without a meeting is the date the Corporation
first receives a writing upon which the action is taken.
Any
Shareholder who has signed a document describing and consenting to the action
taken pursuant to this Section may revoke the consent in a document signed
by
the Shareholder that describes the action and that states that the Shareholder's
prior consent to the action is revoked, but the revocation shall be effective
only if the writing is received by the Corporation before the effective date
of
the action. Any and all written consents signed by a Shareholder and returned
to
the Corporation by facsimile transmission shall have the same force and effect
as an original signature.
2.15
Meetings
By Conference Telephone
.
Shareholders may, at their own expense, participate in and hold meetings of
Shareholders 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 the meeting shall constitute presence in person
at the meeting and waive notice of the meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transactions of any business on the ground that the meeting is not lawfully
called or convened.
2.16
Advance
Notice Of Director Nominations
.
Only
persons who are nominated in accordance with the following procedures shall
be
eligible for election as Directors of the corporation, except as may be
otherwise provided in the Articles of Incorporation with respect to the right
of
holders of preferred stock of the corporation to nominate and elect a specified
number of Directors in certain circumstances. To be properly brought before
an
annual meeting, meeting of Shareholders, or any special meeting of Shareholders
called for the purpose of electing Directors, nominations for the election
of
Director must be (a) specified in the notice of meeting (or any supplement
thereto), (b) made by or at the direction of the Board of Directors (or any
duly
authorized committee thereof) or (c) made by any Shareholder of the corporation
(i) who is a Shareholder of record on the date of the giving of the notice
provided for in this Section 2.16 and on the record date for the determination
of Shareholders entitled to vote at such meeting and (ii) who complies with
the
notice procedures set forth in this Section 2.16.
In
addition to any other applicable requirements, for a nomination to be made
by a
Shareholder, such Shareholder must have given timely notice thereof in proper
written form to the Secretary of the corporation. To be timely, a Shareholder's
notice to the Secretary must be delivered to or mailed and received at the
principal executive offices of the corporation (a) in the case of an annual
meeting, not less than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of Shareholders; provided, however, that
in
the event that the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the Shareholder
in
order to be timely must be so received not later than the close of business
on
the tenth (10th) day following the day on which such notice of the date of
the
annual meeting was mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of a special
meeting of Shareholders called for the purpose of electing Directors, not later
than the close of business on the tenth (10th) day following the day on which
notice of the date of the special meeting was mailed or public disclosure of
the
date of the special meeting was made, whichever first occurs.
To
be in
proper written form, a Shareholder's notice to the Secretary must set
forth:
as
to
each person whom the Shareholder proposes to nominate for election as a Director
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class or series
and number of shares of capital stock of the corporation which are owned
beneficially or of record by the person and (iv) any other information relating
to the person that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of Directors pursuant to Section 14 of the Securities Exchange
Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and
as
to the
Shareholder giving the notice (i) the name and record address of such
Shareholder, (ii) the class or series and number of shares of capital stock
of
the corporation which are owned beneficially or of record by such Shareholder,
(iii) a description of all arrangements or understandings between such
Shareholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
Shareholder, (iv) a representation that such Shareholder intends to appear
in
person or by proxy at the meeting to nominate the persons named in its notice
and (v) any other information relating to such Shareholder that would be
required to be disclosed in a proxy statement or other filings required to
be
made in connection with solicitations of proxies for election of Directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent
of
each proposed nominee to being named as a nominee and to serve as a Director
if
elected. No person shall be eligible for election as a Director of the
corporation unless nominated in accordance with the procedures set forth in
this
Section 2.16. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.
2.17
Advance
Notice Of Shareholder Business
.
To be
properly brought before an annual meeting, any 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 Shareholder (i) who is a Shareholder of record on the
date of the giving of the notice provided for in this Section 2.17 and on the
record date for the determination of Shareholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section 2.17. For such nominations or other business to be considered
properly brought before the meeting by a Shareholder such Shareholder must,
in
addition to any other applicable requirements, have given timely notice and
in
proper form of such Shareholder's intent to bring such business before such
meeting. To be timely, such Shareholder's notice must be delivered to or mailed
and received by the Secretary of the corporation at the principal executive
offices of the corporation not less than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting; provided, however,
that in the event the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the
Shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date
of
the meeting was mailed or such public disclosure made, whichever occurs first.
To be in proper form, a Shareholder's notice to the Secretary shall set
forth:
|
a.
|
the
name and record address of the Shareholder who intends to propose
the
business and the class or series and number of shares of capital
stock of
the corporation which are owned beneficially or of record by such
Shareholder;
|
|
b.
|
a
representation that the Shareholder is a holder of record of stock
of the
corporation entitled to vote at such meeting and intends to appear
in
person or by proxy at the meeting introduce the business specified
in the
notice;
|
|
c.
|
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; and;
|
|
d.
|
any
material interest of the Shareholder in such
business.
|
No
business shall be conducted at the annual meeting of Shareholder except business
brought before the annual meeting in accordance with the procedures set forth
in
this Section; provided, however, that, once business has been properly brought
before the annual meeting in accordance with such procedures, nothing in this
Section 2.17 shall be deemed to preclude discussion by any Shareholder of any
such business. The chairman of the meeting may refuse to acknowledge the
proposal of any business not made in compliance with the foregoing
procedure.
ARTICLE
III
DIRECTORS
3.1
Number
Of Directors
.
The
number of Directors of the Corporation shall be no less than one and no more
than ten. The number of Directors may be increased or decreased from time to
time by the Board of Directors within this range, or the Board of Directors
may
amend these Bylaws to increase the number of Directors of the Corporation,
but
no decrease shall have the effect of reducing the term of any incumbent
Director. Directors shall be elected at the annual meeting of the Shareholders,
as provided in the Articles of Incorporation and these Bylaws, except as
provided in Section 3.2 below, and each Director shall hold office until a
successor is elected and qualified. Directors need not be Shareholders of the
Corporation or residents of the State of Nevada.
3.2
Vacancies
.
Notwithstanding the fact that the remaining Directors may constitute less than
a
quorum of the Board of Directors as fixed by Section 3.9 of these Bylaws, the
affirmative vote of a majority of the remaining Directors may fill any vacancy
occurring in the Board of Directors and, during the period between any two
successive annual meetings of the Shareholders, may fill any directorships
resulting from an increase in the number of Directors. A Director elected to
fill a vacancy shall be elected for the unexpired term of his or her predecessor
in office. A directorship to be filled by reason of an increase in the number
of
Directors may be filled by the Board of Directors for a term of office
continuing only until the next election of one or more Directors by the
Shareholders. Any directorship to be filed by reason of an increase in the
number of Directors may also be filled by election at an annual meeting or
at a
special meeting of Shareholders called for that purpose. Any Director may resign
from office at any time by giving written notice of resignation to the
Corporation, and shall take effect upon receipt by the Corporation unless the
notice specifies a later date. Any Director may be removed from office only
at
any annual meeting of Shareholders at which meeting such Director is scheduled
to stand for re-election, or any special meeting called for this purpose, for
or
without cause, though his or her term may not have expired in the case of a
special meeting.
3.3
General
Powers
.
The
business and affairs of the Corporation shall be managed by its Board of
Directors, who may exercise all powers of the Corporation and do all lawful
acts
and things that are not, by the Act, the Articles of Incorporation, or by these
Bylaws, directed or required to be exercised or done by the Shareholders. The
term "Director," as used throughout these Bylaws, shall expressly exclude
Advisory Directors, unless specifically indicated otherwise.
3.4
Place
Of Meetings
.
The
Directors of the Corporation may hold their meetings, both regular and special,
at any location within the contiguous United States, or at any location outside
the contiguous United States by consent of a majority of the
Directors.
3.5
Annual
Meetings
.
The
first meeting of each newly-elected Board of Directors shall be held without
further notice immediately following the annual meeting of the Shareholders,
and
at the same place, unless by unanimous consent of the Directors then elected
and
serving the time or place is changed.
3.6
Regular
Meetings
.
The
Board of Directors may provide by resolution the time and place for holding
regular meetings without further notice to the Directors.
3.7
Special
Meetings
.
Special
meetings of the Board of Directors may be called by or at the request of the
President or any Director. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or outside
Nevada, as the place for holding any special meeting of the Board of Directors
called by them.
3.8
Notice
.
Notice
of any special meeting shall be given at least 48 hours prior to the meeting
by
written notice either personally delivered to each Director or mailed to each
Director at his or her business address, or by notice transmitted by telegraph,
telex, facsimile transmission, e-mail, or other form of wire or wireless
communication. If mailed, the notice shall be deemed to be given and to be
effective on the earlier of (a) three days after the notice is deposited in
the
United States mail, properly addressed, with postage prepaid; or (b) the date
shown on the return receipt, if mailed by registered or certified mail return
receipt requested. If notice is given by telex, facsimile transmission, e-mail,
or other similar form of wire or wireless communication, the notice shall be
deemed to be given and to be effective when sent, and with respect to a
telegram, the notice shall be deemed to be given and to be effective when the
telegram is delivered to the telegraph company. If a Director has designated
in
writing one or more reasonable physical or mailing addresses, facsimile numbers,
or e-mail addresses for delivery of notice to the Director, notice sent by
mail,
telegraph, telex, facsimile transmission, e-mail, or other form of wire or
wireless communication shall not be deemed to have been given or to be effective
unless sent to at least one of either the physical or mailing address, facsimile
numbers, or e-mail addresses, as the case may be.
3.9
Quorum
.
At all
meetings of the Board of Directors, the presence of a majority of the number
of
Directors fixed by the Board of Directors shall be necessary and sufficient
to
constitute a quorum for the transaction of business, and the affirmative vote
of
at least a majority of the Directors present at any meeting at which a quorum
is
present shall be the act of the Board of Directors, except as may be otherwise
specifically provided by the Act, the Articles of Incorporation, or these
Bylaws. If a quorum is not present at any meeting of Directors, the Directors
present at the meeting may adjourn the meeting from time to time without notice
other than announcement at the meeting until a quorum is present.
3.10
Presumption
of Assent
.
A
Director of the Corporation who is present at a meeting of the Board of
Directors or committee of the Board at which action on any corporate matter
is
taken shall be presumed to have assented to the action taken
unless:
|
a.
|
the
Director objects at the beginning of the meeting, or promptly upon
the
Director's arrival, to the holding of the meeting or the transaction
of
business at the meeting and does not later vote for or assent to
any
action taken at the meeting;
|
|
b.
|
the
Director contemporaneously requests that his or her dissent or abstention
as to any specific action taken be entered in the minutes of the
meeting;
or
|
|
c.
|
the
Director causes written notice of his or her dissent or abstention
as to
any specific action to be received by the presiding Officer of the
meeting
before its adjournment or by the Corporation promptly after the
adjournment of the meeting.
|
A
Director may dissent to a specific action at a meeting, while assenting to
others. The right to dissent to a specific action taken at a meeting of the
Board of Directors or at a committee of the Board shall not be available to
a
Director who voted in favor of the action.
3.11
Advisory
Board
.
The
Board of Directors may form an Advisory Board, whose members need not be
Shareholders of the Corporation, to provide advice, counsel, and assistance
to
the Board of Directors.
3.12
Committees
.
By
resolution adopted by a majority of all the Directors in office when the action
is taken, the Board of Directors may designate from among its members an
executive committee and one or more other committees, and appoint one or more
members of the Board of Directors to serve on them. To the extent provided
in
the resolution, each committee shall have all the authority of the Board of
Directors, except that no committee shall have the authority to:
|
a.
|
authorize
distributions;
|
|
b.
|
approve
or propose to Shareholders action or proposals required by the Act
to be
approved by Shareholders;
|
|
c.
|
fill
vacancies on the Board of Directors or any
committee;
|
|
d.
|
amend
Articles of Incorporation;
|
|
e.
|
adopt,
amend, or repeal the Bylaws;
|
|
f.
|
approve
a plan of merger not requiring Shareholder
approval;
|
|
g.
|
authorize
or approve the reacquisition of shares unless pursuant to a formula
or
method prescribed by the Board of Directors;
or
|
|
h.
|
authorize
or approve the issuance or sale of shares, or contract for the sale
of
shares, or determine the designations and relative rights, preferences,
and limitations of a class or series of shares, except that the Board
of
Directors may authorize a committee or Officer to do so within limits
specifically prescribed by the Board of Directors. The committee
shall
then have full power within the limits set by the Board of Directors
to
adopt any final resolution setting forth all preferences, limitations,
and
relative rights of the class or series and to authorize an amendment
of
the Articles of Incorporation stating the preferences, limitations,
and
relative rights of a class or series for filing with the Secretary
of
State under the Act.
|
Sections
3.4-3.9 and 3.14 of these Bylaws, which govern meetings, notice, waiver of
notice, quorum, voting requirements, and action without a meeting of the Board
of Directors, shall apply to committees and their members appointed under this
Section.
Neither
the designation of a committee, the delegation of authority to a committee,
or
any action by a committee pursuant to its authority shall alone constitute
compliance by any member of the Board of Directors or a member of the committee
in question with the responsibility to conform to the standard of care set
forth
in Section 3.16 of these Bylaws.
3.13
Compensation
Of Directors
.
Directors, as such, shall not receive any stated salary for their services,
but,
by resolution of the Board of Directors, a fixed sum and expenses of attendance,
if any, may be allowed for attendance at each regular or special meeting of
the
Board of Directors; provided that nothing contained in these Bylaws shall be
construed to preclude any Director from serving the Corporation in any other
capacity and receiving compensation for this service.
3.14
Action
By Written Consent
.
Any
action required or permitted to be taken at a meeting of the Board of Directors
or any committee may be taken without a meeting if a written consent, setting
forth the action so taken, is signed by all of the members of the Board of
Directors or committee, and the consent shall have the same force and effect
as
a majority vote at a meeting, and this may be stated as such in any document
or
instrument filed with the Secretary of State. Any and all written consents
signed by a Director and returned to the Corporation by facsimile transmission
shall have the same force and effect as an original signature.
3.15
Meetings
By Conference Telephone
.
Members
of the Board of Directors or members of any committee designated by the Board
of
Directors may participate in and hold a meeting of the Board or committee by
conference telephone or similar communications equipment by means of which
all
persons participating in the meeting can hear each other, and participation
in
such a meeting shall constitute presence in person at the meeting and waiver
of
notice of the meeting, except where a person participates in the meeting for
the
express purpose of objecting to the transactions of any business on the ground
that the meeting is not lawfully called or convened.
3.16
Standard
Of Care
.
A
Director shall perform his or her duties as a Director and as a member of any
committee of the Board in good faith, in a manner the Director reasonably
believes to be in the best interests of the Corporation, and with the care
an
ordinarily prudent person in a like position would exercise under similar
circumstances. In performing his or her duties, a Director shall be entitled
to
rely on information, opinions, reports, or statements, including financial
statements and other financial data, prepared or presented by the persons
designated by the Board of Directors or by these Bylaws; however, the Director
shall not be considered to be acting in good faith if he or she has knowledge
concerning the matter in question that would cause reliance on the information
or documents to be unwarranted. A Director shall not be liable to the
Corporation or its Shareholders for any action he or she takes or omits to
take
as a Director if, in connection with the action or omission, the Director
performs his or her duties in compliance with this Section. The designated
persons on whom a Director is entitled to rely are (a) one or more Officers
or
employees of the Corporation whom the Director reasonably believes to be
reliable and competent in the matters presented, (b) legal counsel, public
accountant, or other person as to matters that the Director reasonably believes
to be within the person's professional or expert competence, or (c) a committee
of the Board of Directors on which the Director does not serve if the Director
reasonably believes the committee merits confidence.
ARTICLE
IV
NOTICES
4.1
Form
Of Notice
.
Whenever, under the provisions of the Act, the Articles of Incorporation, or
these Bylaws, notice is required to be given to any Director or Shareholder,
and
no provision is made as to how the notice shall be given, it shall not be
construed to mean personal notice, but any notice may be given in writing by
mail, postage prepaid, and addressed to the Director or Shareholder at the
address that appears on the books of the Corporation, or sent by facsimile
transmission to the facsimile number that appears for that Director or
Shareholder on the books of the Corporation, or sent by e-mail if the Director
or Shareholder has provided the Corporation with an e-mail address. Any notice
required or permitted to be given by mail shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, and addressed to the
Director or Shareholder as stated above.
4.2
Waiver
.
Whenever any notice is required to be given to any Director or Shareholder
of
the Corporation, under the provisions of the Act, the Articles of Incorporation,
or these Bylaws, a waiver of notice in writing signed by the person or persons
entitled to notice, whether before or after the time stated in the notice,
shall
be deemed equivalent to giving notice.
ARTICLE
V
OFFICERS
5.1
In
General
.
The
Officers of the Corporation shall be elected by the Board of Directors and
shall
include at least a President, a Secretary, and a Treasurer. The Board of
Directors may also, if it chooses to do so, elect a Chairman of the Board,
one
or more Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers, all of whom shall also be Officers. Two or more offices
may be held by the same person, and Officers need not be Directors of the
Corporation. In all cases where the duties of any Officer, agent, or employee
are not prescribed by the Bylaws or by the Board of Directors, the Officer,
agent, or employee shall follow the orders and instructions of the President
or
Chairman of the Board of Directors of the Corporation.
5.2
Election
.
The
Board of Directors, at its first meeting after the annual meeting of the
Shareholders, shall elect the Officers of the Corporation as described above.
The Board of Directors may appoint other Officers and agents as it shall deem
necessary and may determine the salaries of all Officers and agents from time
to
time. The Officers shall hold office until their successors are chosen and
qualified or an Officer resigns. Any Officer elected or appointed by the Board
of Directors may be removed by majority vote of the Board whenever, in its
judgment, the best interests of the Corporation will be served. Election or
appointment of an Officer or agent shall not of itself create contract
rights.
5.3
Vacancies
.
A
vacancy in any office, however occurring, may be filled by the Board of
Directors, or by the Officer or Officers authorized by the Board, for the
unexpired portion of the Officer's term. If an Officer resigns and the
resignation is made effective at a later date, the Board of Directors, or
Officer or Officers authorized by the Board, may permit the Officer to remain
in
office until the effective date and may fill the pending vacancy before the
effective date if the Board of Directors or Officer or Officers authorized
by
the Board provide that the successor shall not take office until the effective
date. In the alternative, the Board of Directors, or Officer or Officers
authorized by the Board of Directors, may remove the Officer at any time before
the effective date and may fill the resulting vacancy.
5.4
Chairman
.
The
Chairman of the Board of Directors, if there is a Chairman, shall preside at
all
meetings of the Shareholders and the Board of Directors and shall have any
other
powers as may from time to time be assigned by the Board of
Directors.
5.5
Chief
Executive Officer
.
The
Chief Executive Officer shall preside at all meetings of the Shareholders and
the Board of Directors unless a Chairman has been elected and shall have
responsibility for the general and active management business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The Chief Executive Officer shall execute all contracts,
mortgages, conveyances or other legal instruments on behalf of the Corporation
in the ordinary course of business.
5.6
President
.
The
President shall be the chief operating officer of the Corporation, and shall
have the operational responsibility of the business of the Corporation and
such
other duties as may be assigned by the Board of Directors.
5.7
Vice
Presidents
.
The
Vice President or, if there are more than one, the Vice Presidents, in the
order
of their seniority or in any other order determined by the Board of Directors,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President, and shall generally assist the President
and perform any other duties that the Board of Directors prescribes.
5.8
Secretary
.
The
Secretary shall:
|
a.
|
prepare
and maintain as permanent records the minutes of the proceedings
of the
Shareholders and the Board of Directors, a record of all actions
taken by
the Shareholders or Board of Directors without a meeting, a record
of all
actions taken by a committee of the Board of Directors in place of
the
Board of Directors on behalf of the Corporation, and a record of
all
waivers of notice of meetings of Shareholders and of the Board of
Directors or any Board committee;
|
|
b.
|
ensure
that all notices are duly given in accordance with the provisions
of these
Bylaws and as required by law;
|
|
c.
|
serve
as custodian of the corporate records and of the seal of the Corporation
and affix the seal to all documents when authorized by the Board
of
Directors;
|
|
d.
|
keep
at the Corporation's registered office or principal place of business
a
record containing the names and addresses of all Shareholders in
a form
that permits preparation of a list of Shareholders arranged by voting
group and by class or series of shares within each voting group that
is
alphabetical within each class or series and that shows the address
and
the number of shares of each class or series held by each Shareholder,
unless this record is kept at the office of the Corporation's transfer
agent or registrar;
|
|
e.
|
maintain
at the Corporation's principal office the originals or copies of
the
Corporation's Articles of Incorporation, Bylaws, minutes of all
Shareholders' meetings and records of all action taken by Shareholders
without a meeting for the past three years, all written communications
within the past three years to Shareholders as a group or to the
holders
of any class or series of shares as a group, a list of the names
and
business addresses of the current Directors and Officers, a copy
of the
Corporation's most recent corporate report filed with the Secretary
of
State, and financial statements showing in reasonable detail the
Corporation's assets and liabilities and results of operations for
the
last three years;
|
|
f.
|
have
general charge of the stock transfer books of the Corporation, unless
the
Corporation has a transfer agent;
|
|
g.
|
authenticate
records of the Corporation; and
|
|
h.
|
in
general, perform all duties incident to the office of Secretary and
all
other duties that from time to time may be assigned by the President,
Chairman of the Board, or by the Board of
Directors.
|
The
Directors and/or Shareholders may designate a person other than the Secretary
or
Assistant Secretary to keep the minutes of their respective meetings. Any books,
records, or minutes of the Corporation shall be in written form or in a form
capable of being converted into written form within a reasonable
time.
5.9
Assistant
Secretaries
.
Assistant Secretaries, if any, shall have the duties and powers delegated to
them by the Secretary, subject to supervision by the Secretary.
5.10
Treasurer
.
The
Treasurer shall be the principal financial Officer of the Corporation, shall
have the care and custody of all funds, securities, evidences of indebtedness,
and other personal property of the Corporation, and shall deposit them in
accordance with the instructions of the Board of Directors. The Treasurer shall
receive and give receipts and acquittance for money paid in on account of the
Corporation, and shall pay out of the Corporation's funds on hand all bills,
payrolls, and other just debts of the Corporation of whatever nature upon
maturity. The Treasurer shall perform all other duties incident to the office
of
the Treasurer and, upon request of the Board, shall make reports to the Board
as
may be required at any time. The Treasurer shall, if required by the Board,
give
the Corporation a bond in a sum and with the sureties that are satisfactory
to
the Board, conditioned upon the faithful performance of his or her duties and
for the restoration to the Corporation of all books, papers, vouchers, money,
and other property of whatever kind in the Treasurer's possession or under
his
or her control that belong to the Corporation. The Treasurer shall have all
other powers and perform all other duties that may from time to time be
prescribed by the Board of Directors, the Chairman of the Board, or the
President.
The
Treasurer shall also be the principal accounting Officer of the Corporation.
The
Treasurer shall prescribe and maintain the methods and systems of accounting
to
be followed, keep complete books and records of account as required by the
Act,
prepare and file all local, state, and federal tax returns, prescribe and
maintain an adequate system of internal audit and prepare and furnish to the
President and the Board of Directors statements of account showing the financial
position of the Corporation and the results of its operations.
5.11
Assistant
Treasurers
.
Assistant Treasurers, if any, shall have the duties and powers delegated to
them
by the Treasurer, subject to supervision by the Treasurer.
5.12
Attestation
.
The
signature of any Officer shall be effective without an attestation.
ARTICLE
VI
STOCK
6.1
Certificates
.
The
Board of Directors shall be authorized to issue any of its classes of shares
with or without certificates. The fact that certain shares are not represented
by certificates shall have no effect on the rights and obligations of
Shareholders. If the shares are represented by certificates, the shares shall
be
represented by consecutively numbered certificates signed, either manually
or by
facsimile, in the name of the Corporation by one or more persons designated
by
the Board of Directors. In case any Officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be an Officer
before the certificate is issued, the certificate may nonetheless be issued
by
the Corporation with the same effect as if he or she were that Officer at the
date of its issue. Certificates of stock shall be in a form and shall contain
information consistent with law as shall be prescribed by the Board of
Directors. If shares are not represented by certificates, within a reasonable
time following the issue or transfer of the shares, the Corporation shall send
the Shareholder a complete written statement of all of the information required
to be provided to holders of uncertificated shares by the Act.
6.2
Consideration
for Shares
.
Certificated or uncertificated shares shall not be issued until the shares
represented by them are fully paid. The Board of Directors may authorize the
issuance of shares for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, contracts for services to be performed, each as permissible
by the Act. The Board of Directors shall use its discretion to determine whether
the consideration received or to be received by the Corporation is adequate
for
the shares issued as provided in the Act.
6.3
Lost
Certificates
.
In case
of the alleged loss, destruction, or mutilation of a certificate of stock,
the
Board of Directors may direct the issuance of a new certificate in place of
that
certificate upon the terms and conditions in conformity with the law as the
Board may prescribe. The Board of Directors may in its discretion require an
affidavit of lost certificate and/or a bond in a form and amount and with the
surety that it may determine before issuing a new certificate.
6.4
Transfer
of Shares
.
Shares
of stock shall be transferable only on the books of the Corporation by the
holder of the shares in person or by his or her duly-authorized attorney and,
upon surrender to the Corporation or to the transfer agent of the Corporation
of
a certificate representing shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, it shall be the
duty of the Corporation or the transfer agent of the Corporation to issue a
new
certificate to the person entitled to it, cancel the old certificate, and record
the transaction upon its books.
6.5
Restriction
on Transfer
.
Any
restrictions imposed by the Corporation on the sale, transfer, or other
disposition of its shares must be copied at length or in summary form and placed
conspicuously on the face of each certificate, or the back of each certificate
with a notice of restriction on the face of each certificate, representing
shares to which the restriction applies. The certificate may, however, also
state on its face that a restriction exists pursuant to a specified document
and
that the Corporation will furnish a copy of the document to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business.
6.6
Registered
Shareholders
.
The
Corporation shall be entitled to recognize the holder of record of any share
or
shares of stock as the holder in fact of those shares and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in the
share or shares on the part of any other person, regardless of whether it shall
have express or other notice of the claim or interest, except as otherwise
provided by law.
6.7
Transfer
Agent, Registrars, and Paying Agents
.
The
Board may, at its discretion, appoint one or more transfer agents, registrars,
and agents for making payment upon any class of stock, bond, debenture, or
other
security of the Corporation. These agents and registrars may be located either
within or outside Nevada. They shall have the rights and duties and shall be
entitled to the compensation as may be approved by the Board of Directors or
the
President or Chairman.
ARTICLE
VII
GENERAL
PROVISIONS
7.1
Dividends
.
Dividends upon the outstanding shares of the Corporation, subject to the
provisions of the Act and of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting of the
Board of Directors. Dividends may be declared and paid in cash, in property,
or
in shares of the Corporation, provided that all declarations and payments of
dividends shall be in strict compliance with all applicable laws and the
Articles of Incorporation. The Board of Directors may fix in advance a record
date for the purpose of determining Shareholders entitled to receive payment
of
any dividend, and the record date shall be not more than sixty days prior to
the
payment date of the dividend, or the Board of Directors may close the stock
transfer books for this purpose for a period of not more than sixty days prior
to the payment date of the dividend. In the absence of any action by the Board
of Directors, the date upon which the Board of Directors adopts the resolution
declaring the dividend shall be the record date.
7.2
Fiscal
Year
.
The
fiscal year of the Corporation shall be as determined and fixed by resolution
of
the Board of Directors.
7.3
Seal
.
The
Corporation shall have a seal and the seal may be used by causing it or a
facsimile of it to be impressed or affixed or in any manner reproduced. Any
Officers of the Corporation shall have authority to affix the seal to any
document requiring it. The corporate seal shall be circular in form and shall
contain the name of the Corporation and the words, "Seal, Nevada."
7.4
Execution
Of Instruments
.
When
authorized by the Board of Directors or required by law, the President may
execute, in the name of the Corporation, deeds, conveyances, notices, leases,
checks, drafts, bills of exchange, warrants, promissory notes, bonds,
debentures, contracts, and other papers and instruments in writing, and, unless
the Board of Directors shall order otherwise by resolution, may make any
contracts that the ordinary conduct of the Corporation's business may require.
These instruments shall require the signature of the President only, with no
attestation required, unless the Board of Directors shall order otherwise by
resolution. 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 any corporate instrument or document, or to sign the corporate name
without limitation, except where otherwise provided by law, and the execution
or
signature shall be binding upon the Corporation. The Board of Directors may
also, in its discretion, authorize the use of a signature stamp for the
Chairman, President, or any other Officer or Director of the Corporation,
provided the Board prescribes safeguards against improper use that the Board
believes are adequate. A signature stamp of an Officer or Director of the
Corporation shall have the same force and effect as the original signature
of
the Officer or Director if the Officer or Director consents, either verbally
or
in writing, to the use of the signature stamp and a log and a file of all
documents on which the stamp is used is maintained by the Corporation.
7.5
Annual
Statement
.
The
Board of Directors may present at each annual meeting, and when called for
by
vote of the Shareholders, at any special meeting of the Shareholders, a full
and
clear statement of the business and condition of the Corporation.
7.6
Interested
Directors, Officers, and Shareholders
.
Any
contract or other transaction between the Corporation and any of its Directors,
Officers, or Shareholders (or any Corporation or firm in which any of them
are
directly or indirectly interested) shall be valid for all purposes,
notwithstanding the presence of the Director, Officer, or Shareholder at the
meeting authorizing the contract or transaction, or his or her participation
in
the meeting. This Section shall apply, however, only if the interest of each
Director, Officer, or Shareholder is known or disclosed: (a) to the Board of
Directors, and the Board nevertheless authorizes or ratifies the contract or
transaction by a majority vote of the Directors present, counting the interested
person, if a Director, in determining whether a quorum is present but not in
calculating the majority necessary to carry the vote; or (b) to the
Shareholders, and they nevertheless authorize or ratify the contract or
transaction by a majority of the shares present, counting each interested
person's shares entitled to vote for quorum and voting purposes. This Section
shall not be construed to invalidate any contract or transaction that would
be
valid in its absence.
ARTICLE
VIII
INDEMNITY
8.1
Definitions
.
When
used in this Article, unless the context otherwise requires:
|
a.
|
the
term "Corporation" includes any domestic or foreign predecessor entity
of
the Corporation in a merger, consolidation, or other transaction
in which
the liabilities of the predecessor are transferred to the Corporation
by
operation of law and in any other transaction in which the Corporation
assumes the liabilities of the predecessor but does not specifically
exclude liabilities that are the subject matter of this
Article;
|
|
b.
|
the
term "Director" means any person who is or was a director of the
Corporation and any person who, while a director of the corporation,
is or
was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership,
joint
venture, sole proprietorship, trust, employee benefit plan, or other
enterprise;
|
|
c.
|
the
term "proceeding" means any threatened, pending, or contemplated
action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative,
or investigative, any appeal in such an action, suit, or proceeding,
and
any inquiry or investigation that could lead to such an action, suit,
or
proceeding.
|
8.2
Indemnity
of Directors, Officers and Agents
.
The
Corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any proceeding by reason of the fact
that
he or she is or was or has agreed to become a Director or Officer of the
Corporation or by reason of actions alleged to have been taken or omitted in
such capacity or in any other capacity while serving as a Director or Officer.
The
indemnification of Directors and Officers by the Corporation shall be to the
fullest extent authorized or permitted by applicable law, as such law exists
or
may hereafter be amended (but only to the extent that such amendment permits
the
Corporation to provide broader indemnification rights than permitted prior
to
the amendment). The indemnification of Directors and Officers shall be against
all loss, liability and expense (including attorneys fees, costs, damages,
judgments, fines, amounts paid in settlement and ERISA excise taxes or
penalties) actually and reasonably incurred by or on behalf of a Director or
Officer in connection with such action, suit or proceeding, including any
appeals.
8.3
Advancement
of Expenses
.
The
expenses of Directors and Officers incurred as a party to any proceeding shall
be paid by the Corporation as they are incurred and in advance of the final
disposition of the proceeding; provided, however, that if applicable law so
requires, the advance payment of expenses shall be made only upon receipt by
the
Corporation of an undertaking by or on behalf of the Director or Officer to
repay all amounts as advanced in the event that it is ultimately determined
by a
final decision, order or decree of a court of competent jurisdiction that the
director or officer is not entitled to be indemnified for such expenses under
this Article VIII.
8.4
Enforcement
.
Any
Director or Officer may enforce his or her rights to indemnification or advance
payments for expenses in a suit brought against the Corporation if his or her
request for indemnification or advance payments for expenses is wholly or
partially refused by the Corporation or if there is no determination with
respect to such request within 60 days from receipt by the Corporation of a
written notice from the Director or Officer for such a determination. If a
Director or Officer is successful in establishing in a proceeding his or her
entitlement to receive or recover an advancement of expenses or a right to
indemnification, in whole or in part, he or she shall also be indemnified by
the
Corporation for costs and expenses incurred in such suit. It shall be a defense
to any such proceeding (other than a proceeding brought to enforce a claim
for
the advancement of expenses under Section 8.3 of this Article VIII where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in the Nevada General
Corporation Law. Neither the failure of the Corporation to have made a
determination prior to the commencement of such proceeding that indemnification
of the Director or Officer is proper in the circumstances because the Director
or Officer has met the applicable standard of conduct nor a determination by
the
Corporation that the Director or Officer has not met such applicable standard
of
conduct shall be a defense to the proceeding or create a presumption that the
Director or Officer has not met the applicable standard of conduct. In a
proceeding brought by a director or officer to enforce a right under this
Section 8.4 or by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that a Director or Officer
is not entitled to be indemnified or is not entitled to an advancement of
expenses under this Section 8.4 or otherwise, shall be on the
Corporation.
8.5
Non-Exclusivity
.
The
right to indemnification and to the payment of expenses as they are incurred
and
in advance of the final disposition of the proceeding shall not be exclusive
of
any other right to which a person may be entitled under the Articles of
Incorporation, these Bylaws or any agreement, statute, vote of stockholders
or
disinterested directors or otherwise. The right to indemnification under Section
8.2 hereof shall continue for a person who has ceased to be a director or
officer and shall inure to the benefit of his or her heirs, next of kin,
executors, administrators and legal representatives.
8.6
Settlement
.
The
Corporation shall not be obligated to reimburse the amount of any settlement
unless it has agreed to such settlement. If any person shall unreasonably fail
to enter into a settlement of any proceeding within the scope of Section 8.2
hereof, offered or assented to by the opposing party or parties and which is
acceptable to the Corporation, then, notwithstanding any other provision of
this
Article VIII, the indemnification obligation of the Corporation in connection
with such proceeding shall be limited to the total of the amount at which
settlement could have been made and the expenses incurred by such person prior
to the time the settlement could reasonably have been effected.
8.7
Purchase
of Insurance
.
The
Corporation may purchase and maintain insurance on behalf of any person who
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 any liability asserted against such person and incurred
by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article VIII.
8.8
Conditions
.
The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses
to
any employee or agent of the Corporation or to any Director, Officer, employee
or agent of any of its subsidiaries to the fullest extent of the provisions
of
this Article VIII, subject to the imposition of any conditions or limitations
as
the Board of Directors may deem necessary or appropriate.
8.9
Special
Provisions For Employee Benefit Plans
.
For the
purposes of this Article, the Corporation is deemed to have requested a Director
to serve as a trustee or fiduciary of an employee benefit plan whenever the
performance by the Director of his or her duties to the Corporation also imposes
duties on or otherwise involves services by the Director to the plan or
participants or beneficiaries of the plan. Excise taxes assessed on a Director
with respect to an employee benefit plan pursuant to applicable law are deemed
fines. Action taken or omitted by a Director with respect to an employee benefit
plan in the performance of his or her duties for a purpose reasonably believed
by him or her to be in the interest of the participants and beneficiaries of
the
plan is deemed to be for a purpose that is not opposed to the best interests
of
the Corporation.
ARTICLE
IX
BYLAWS
9.1
Amendments
.
These
Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by
the
Board of Directors by a majority vote at any regular meeting or at any special
meeting called for that purpose, unless the Shareholders representing a majority
of the shares entitled to vote have expressly provided that the particular
provision cannot be amended or repealed by the Board of Directors.
9.2
When
Bylaws Silent
.
It is
expressly recognized that when the Bylaws are silent as to the manner of
performing any corporate function, the provisions of the Act shall
control.
9.3
Conflicts
.
In the
event of any irreconcilable conflict between these Bylaws and either the
Corporation's Articles of Incorporation or applicable law, the Articles of
Incorporation shall control.
9.4
Definitions
.
Except
as otherwise specifically provided in these Bylaws, all terms used in these
Bylaws shall have the same definition as in the Nevada Private Corporations
Act.
CERTIFICATE
I,
Ernest
E. East, certify that I am the duly-elected and acting Secretary of NEVADA
GOLD
& CASINOS, INC. ("the Corporation"), and that these Bylaws were adopted as
the Bylaws of the Corporation by unanimous consent of the Board of Directors
of
the Corporation dated this 24
th
day of
July, 2007, and I have affixed the corporate seal to these Bylaws below.
(SEAL)
|
By:
|
/s/
Ernest E. East
|
|
|
Ernest
E. East, Secretary
|