BYLAWS
(As
amended on September 29, 2009)
ARTICLE
I--OFFICES
Section
1.1 Office
The
principal office of the corporation within the State of Nevada shall be
located at such place as shall be designated by the Board of
Directors.
Section
1.2 Other Offices
The
corporation may also have such other offices, either within or 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--STOCKHOLDERS
Section
2.1 Annual Meeting
An annual
meeting of the stockholders, for the selection of directors to succeed those
whose terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at a location and at such time
each year as designated by the Board of Directors.
Section
2.2 Special Meetings
Special
meetings of the stockholders, for any purpose or purposes prescribed in the
notice of the meeting, may be called by the chairman of the board, the Board of
Directors, the president, the chief executive officer, or the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, and shall
be held at such place, on such date, and at such time as they, he or she shall
fix.
Section
2.3 Notice of Meetings
Written
notice of the place, date and time of all meetings of the stockholders shall be
given, not less than ten (10) nor more than sixty (60) days before the date on
which the meeting is to be held, to each stockholder entitled to vote at such
meeting, except as otherwise provided herein or required by law (meaning, here
and hereinafter, as required from time to time by the laws of the State of
Nevada or the Articles of Incorporation).
When a
meeting is adjourned to another place, date or time, written notice need not be
given of the adjourned meeting if the place, date and time thereof are announced
at the meeting at which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty days after the date for which
the meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date, and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.
Section
2.4 Quorum
At any
meeting of the stockholders, the holders of a majority of all of the shares of
the stock entitled to vote at the meeting, present in person or by proxy, shall
constitute a quorum for all purposes, unless or except to the extent that the
presence of a larger number may be required by law.
If a
quorum shall fail to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date
or time.
If a
notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such
meeting.
Section
2.5 Organization
The
chairman of the board or, in the absence of such a person, the highest ranking
officer of the corporation who is present shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the secretary
of the corporation, the secretary of the meeting shall be such person as the
chairman appoints.
Section
2.6 Conduct of Business
The
chairman of any meeting of stockholders shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of discussion as seem to him in order.
Section
2.7 Proxies and Voting
At any
meeting of the stockholders, every stockholder entitled to vote may vote in
person or by proxy authorized by an instrument in writing filed in accordance
with the procedure established for the meeting.
Each
stockholder shall have one vote for every share of stock entitled to vote which
is registered in his name on the record date for the meeting, except as
otherwise provided herein or required by law.
All
voting, except on the election of directors and where otherwise required by law,
may be by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or his proxy, a stock vote shall be taken. Every
stock vote shall be taken by ballots, each of which shall state the name of the
stockholder or proxy voting and such other information as may be required under
the procedure established for the meeting. Every vote taken by ballots shall be
counted by an inspector or inspectors appointed by the chairman of the
meeting.
If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the stockholders, unless the vote of a greater number or voting by
class is required by law, the Articles of Incorporation, or these
Bylaws.
Section
2.8 Stock List
A
complete list of stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order for each class of stock and showing the address
of each such stockholder and the number of shares registered in his name, shall
be open to the examination of any such 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 so specified, at the place where the meeting is to be held.
The stock
list shall also be kept at the place of the meeting during the whole time
thereof and shall be open to the examination of any such stockholder who is
present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
Section
2.9 Participation in Meetings by Conference Telephone
Any
action, except the election of directors, which may be taken by the vote of the
stockholders at a meeting, may be taken without a meeting if authorized by the
written consent of stockholders holding at least a majority of the voting power;
provided:
(a)That
if any greater proportion of voting power is required for such action at a
meeting, then such greater proportion of written consents shall be required;
and
(b)That
this general provision shall not supersede any specific provision for action by
written consent required by law.
ARTICLE
III--BOARD OF DIRECTORS
Section
3.1 Number and Term of Office
The
number of directors who shall constitute the whole board shall be such number
not less than one (1) nor more than eleven (11) as the Board of Directors shall
at the time have designated. Each director shall be selected for a term
expiring at the next annual meeting of stockholders and until his or her
successor is elected and qualified, except as otherwise provided herein or
required by law.
Whenever
the authorized number of directors is increased between annual meetings of the
stockholders, a majority of the directors then in office shall have the power to
elect such new directors for the balance of a term and until their successors
are elected and qualified. Any decrease in the authorized number of directors
shall not become effective until the expiration of the term of the directors
then in office unless, at the time of such decrease, there shall be vacancies on
the board which are being eliminated by the decrease.
Section
3.2 Vacancies
If the
office of any director becomes vacant by reason of death, resignation,
disqualification, removal or other cause, a majority of the directors remaining
in office, although less than a quorum, may elect a successor for the unexpired
term and until his or her successor is elected and qualified.
Section
3.3 Regular Meetings
Regular
meetings of the Board of Directors shall be held at such place or places, on
such date or dates, and at such time or times as shall have been established by
the Board of Directors and publicized among all directors. A notice of each
regular meeting shall not be required.
Section
3.4 Special Meetings
Special
meetings of the Board of Directors may be called by one-third of the directors
then in office, by the chairman of the board or by the chief executive officer
and shall be held at such place, on such date and at such time as they, he or
she shall fix. Notice of the place, date and time of each such special meeting
shall be given to each director by mailing written notice not less than three
days before the meeting or by telegraphing the same not less than eighteen hours
before the meeting. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.
Section
3.5 Quorum
At any
meeting of the Board of Directors, a majority of the total number of the whole
board shall constitute a quorum for all purposes. If a quorum shall fail to
attend any meeting, a majority of those present may adjourn the meeting to
another place, date or time, without further notice or waiver
thereof.
Section
3.6 Participation in Meetings by Conference Telephone
Members
of the Board of Directors or of any committee thereof may participate in a
meeting of such board or committee by means of conference telephone or similar
communications equipment that enables all persons participating in the meeting
to hear each other. Such participation shall constitute presence in person at
such meeting.
Section
3.7 Conduct of Business
At any
meeting of the Board of Directors, business shall be transacted in such order
and manner as the Board may from time to time determine, and all matters shall
be determined by the vote of a majority of the directors present, except as
otherwise provided herein or required by law. Action may be taken by the Board
of Directors without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.
Section
3.8 Powers
The Board
of Directors may, except as otherwise required by law, exercise all such powers
and do all such acts and things as may be exercised or done by the corporation,
including, without limiting the generality of the foregoing, the unqualified
power:
(a) To
declare dividends from time to time in accordance with law;
(b) To
purchase or otherwise acquire any property, rights or privileges on such terms
as it shall determine;
(c) To
authorize the creation, making and issuance, in such form as it may determine,
of written obligations of every kind, negotiable or non-negotiable, secured or
unsecured, and to do all things necessary in connection therewith;
(d) To
remove any officer of the corporation with or without cause, and from time to
time to devolve the powers and duties of any officer upon any other person for
the time being;
(e) To
confer upon any officer of the corporation the power to appoint, remove and
suspend subordinate officers and agents;
(f) To
adopt from time to time such stock option, stock purchase, bonus or other
compensation plans for directors, officers, employees and agents of the
corporation and its subsidiaries as it may determine;
(g) To
adopt from time to time such insurance, retirement and other benefit plans for
directors, officers, employees and agents of the corporation and its
subsidiaries as it may determine; and
(h) To
adopt from time to time regulations, not inconsistent with these Bylaws, for the
management of the corporation's business and affairs.
Section
3.9 Compensation of Directors
Directors,
as such, may receive, pursuant to resolution of the Board of Directors, fixed
fees and other compensation for their services as directors, including, without
limitation, their services as members of committees of the
directors.
Section
3.10 Loans
The
corporation shall not lend money to, or use its credit to assist, its officers,
directors or other control persons, but may lend money to, and use its credit to
assist, any employee, excluding such officers, directors or other control
persons of the corporation or of a subsidiary, if such loan or assistance
benefits the corporation.
ARTICLE
IV--COMMITTEES
Section
4.1 Committees of the Board of Directors
The Board
of Directors, by a vote of a majority of the whole board, may from time to time
designate committees of the board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the board and shall,
for those committees and any other provided for herein, elect a director or
directors to serve as the member or members, designating, if it desires, other
directors as alternative members who may replace any absent or disqualified
member at any meeting of the committee. Any committee so designated may exercise
the power and authority of the Board of Directors to declare a dividend or to
authorize the issuance of stock if the resolution which designates the committee
or a supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate
member in his place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may by unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified
member.
Section
4.2 Conduct of Business
Each
committee may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provision shall be made for notice to
members of all meetings; a majority of the members shall constitute a quorum
unless the committee shall consist of one or two members, in which event one
member shall constitute a quorum; and all matters shall be determined by a
majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.
ARTICLE
V--OFFICERS
Section
5.1 Generally
The
officers of the corporation shall consist of a president, one or more vice
presidents, a secretary, a treasurer and such other subordinate officers as may
from time to time be appointed by the Board of Directors. The corporation may
also have a chairman of the board who shall be elected by the Board of Directors
and who shall be an officer of the corporation. The Board of Directors may from
time to time appoint one or more vice chairmen of the board, each of whom shall
be an officer of the corporation and each of whom shall perform such duties as
the Board of Directors or the chairman of the board shall assign to him or
her. Officers shall be elected by the Board of Directors, which shall
consider that subject at its first meeting after every annual meeting of
stockholders. Each officer shall hold his or her office until his or her
successor is elected and qualified or until his earlier resignation or removal.
Any number of offices may be held by the same person, except that the offices of
president and secretary shall not be held by the same person.
Section
5.2 Chairman of the Board
The
chairman of the board shall, subject to the direction of the Board of Directors,
perform such executive, supervisory, and management functions and duties as may
be assigned to him or her from time to time by the Board of Directors. He or she
shall, if present, preside at all meetings of the stockholders and of the Board
of Directors.
Section
5.3 President
The
president shall be the chief executive officer of the corporation. Subject to
the provisions of these Bylaws and to the direction of the Board of Directors,
he or she shall have the responsibility for the general management and control
of the affairs and business of the corporation and shall perform all duties and
have all powers which are commonly incident to the office of chief executive or
which are delegated to him or her by the Board of Directors. He or she shall
have power to sign all stock certificates, contracts and other instruments of
the corporation which are authorized. He or she shall have general supervision
and direction of all of the other officers (other than the chairman of the board
or any vice chairman of the board) and agents of the corporation. He or she
shall, when present, and in the absence of a chairman of the board of directors,
preside at all meetings of the stockholders and of the Board of
Directors.
Section
5.4 Vice President
Each vice
president shall perform such duties as the Board of Directors shall prescribe.
In the absence or disability of the president, the vice president who has served
in such capacity for the longest time shall perform the duties and exercise the
powers of the president.
Section
5.5 Treasurer
The
treasurer shall have the custody of the monies and securities of the corporation
and shall keep regular books of account. He or she shall make such disbursements
of the funds of the corporation as are proper and shall render from time to time
an account of all such transactions and of the financial condition of the
corporation.
Section
5.6 Secretary
The
secretary shall issue all authorized notices from, and shall keep minutes of,
all meetings of the stockholders and the Board of Directors. He or she shall
have charge of the corporate books.
Section
5.7 Delegation of Authority
The Board
of Directors may, from time to time, delegate the powers or duties of any
officer to any other officers or agents, notwithstanding any provision
hereof.
Section
5.8 Removal
Any
officer of the corporation may be removed at any time, with or without cause, by
the Board of Directors.
Section
5.9 Action with Respect to Securities of Other Corporation
Unless
otherwise directed by the Board of Directors, the president shall have power to
vote and otherwise act on behalf of the corporation, in person or by proxy, at
any meeting of stockholders of, or with respect to any action of stockholders
of, any other corporation in which this corporation may hold securities and
otherwise to exercise any and all rights and powers which this corporation may
possess by reason of its ownership of securities in such other
corporation.
ARTICLE
VI--INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section
6.1 Generally
The
corporation shall indemnify its officers, directors, and agents to the fullest
extent permitted under Nevada law.
Section
6.2 Expenses
To the
extent that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 6.1 of this Article, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in Section 6.3 of this Article upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the corporation as authorized in this Article.
Section
6.3 Determination by Board of Directors
Any
indemnification under Section 6.1 of this Article (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Nevada law.
Section
6.4 Not Exclusive of Other Rights
The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or interested directors or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section
6.5 Insurance
The
corporation shall have power to 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 him or her and incurred
by him or her in any such capacity or arising out of his status as such, whether
or not the corporation would have the power to indemnify him or her against such
liability under the provisions of this Article.
The
corporation's indemnity 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, shall be reduced by any
amounts such person may collect as indemnification (i) under any policy of
insurance purchased and maintained on his or her behalf by the corporation or
(ii) from such other corporation, partnership, joint venture, trust or other
enterprise.
Section
6.6 Violation of Law
Nothing
contained in this Article, or elsewhere in these Bylaws, shall operate to
indemnify any director or officer if such indemnification is for any reason
contrary to law, either as a matter of public policy, or under the provisions of
the Securities Act of 1933, the Securities Exchange Act of 1934, or any other
applicable state or federal law.
Section
6.7 Coverage
For the
purposes of this Article, references to "the corporation" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such a constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he or she
would if he or she had served the resulting or surviving corporation in the same
capacity.
ARTICLE
VII--STOCK
Section
7.1 Certificates of Stock
Each
stockholder shall be entitled to a certificate signed by, or in the name of the
corporation by, the president or a vice-president, and by the secretary or an
assistant secretary, or the treasurer or an assistant treasurer, certifying the
number of shares owned by him or her. Any of or all the signatures on the
certificate may be facsimile.
Section 7.2
Transfers of Stock
Transfers
of stock shall be made only upon the transfer books of the corporation kept at
an office of the corporation or by transfer agents designated to transfer shares
of the stock of the corporation. Except where a certificate is issued in
accordance with Section 7.4 of Article VII of these Bylaws, an outstanding
certificate for the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor.
Section
7.3 Record Date
The Board
of Directors may fix a record date, which shall not be more than sixty (60) nor
less than ten (10) days before the date of any meeting of stockholders, nor more
than sixty (60) days prior to the time for the other action hereinafter
described, as of which there shall be determined the stockholders who are
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof; to express consent to corporate action in writing without a
meeting; to receive payment of any dividend or other distribution or allotment
of any rights; or to exercise any rights with respect of any change, conversion
or exchange of stock or with respect to any other lawful action.
Section
7.4 Lost, Stolen or Destroyed Certificates
In the
event of the loss, theft or destruction of any certificate of stock, another may
be issued in its place pursuant to such regulations as the Board of Directors
may establish concerning proof of such loss, theft or destruction and concerning
the giving of a satisfactory bond or bonds of indemnity.
Section
7.5 Uncertificated Shares or Shares in Book Entry Form
Unless
otherwise provided in the articles of incorporation, the Board of Directors may
authorize the issuance of uncertificated shares or shares in book entry form of
some or all of the shares of any or all of its classes or series. The
issuance of uncertificated shares or shares in book entry form has no effect on
existing certificates for shares until surrendered to the corporation, or on the
respective rights and obligations of stockholders. Unless otherwise
provided by a specific statute, the rights and obligations of stockholders are
identical whether or not their shares of stock are represented by
certificates. If uncertificated shares or shares in book entry form
are issued, the corporation must within a reasonable time after issuance or
transfer send the stockholder a written statement containing the information
required on a stock certificate pursuant to NRS 78.235. If the
corporation is authorized to issue more than one class of stock or more than one
series of any class, the information statement sent to stockholders must also
set forth in full or in summary the voting powers, designations, preferences,
limitations, restrictions and relative rights of the various classes of stock or
series of stock. In lieu of such disclosures on the informational
statement, the corporation may disclose the office or agency of the corporation
from which the stockholder may obtain such statement or summary. The
corporation may be a participant in the Depository Trust Company FAST System, or
in any other system authorized by the Board of Directors which permits the
electronic transmission of stockholder positions.
Section
7.6 Regulations
The
issue, transfer, conversion and registration of certificates of stock or
uncertificated stock or stock in book entry form shall be governed by such
regulations as the Board of Directors may establish, or as may be provided by
law or regulation.
ARTICLE
VIII--NOTICES
Section
8.1 Notices
Whenever
notice is required to be given to any stockholder, director, officer, or agent,
such requirement shall not be construed to mean personal notice. Such notice may
in every instance be effectively given by depositing a writing in a post office
or letter box, in a postpaid, sealed wrapper, or by dispatching a prepaid
telegram, addressed to such stockholder, director, officer, or agent at his or
her address as the same appears on the books of the corporation. The time when
such notice is dispatched shall be the time of the giving of the
notice.
Section
8.2 Waivers
A written
waiver of any notice, signed by a stockholder, director, officer or agent,
whether before or after the time of the event for which notice is given, shall
be deemed equivalent to the notice required to be given to such stockholder,
director, officer or agent. Neither the business nor the purpose of any meeting
need be specified in such a waiver.
ARTICLE
IX—MISCELLANEOUS
Section
9.1 Facsimile Signatures
In
addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signature of any officer or
officers of the corporation may be used whenever and as authorized by the Board
of Directors of a committee thereof.
Section
9.2 Corporate Seal
The Board
of Directors may provide a suitable seal, containing the name of the
corporation, which seal shall be in the charge of the secretary. If and when so
directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the treasurer or by the assistant secretary or
assistant treasurer.
Section
9.3 Reliance Upon Books, Reports and Records
Each
director, each member of any committee designated by the Board of Directors, and
each officer of the corporation shall, in the performance of his or her duties,
be fully protected in relying in good faith upon the books of account or other
records of the corporation, including reports made to the corporation by any of
its officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.
Section
9.4 Fiscal Year
The
fiscal year of the corporation shall be as fixed by the Board of
Directors.
Section
9.5 Time Periods
In
applying any of these Bylaws which require that an act be done or not done a
specified number of days prior to an event or that an act be done during a
period of a specified number of days prior to an event, calendar days shall be
used, the day of the doing of the act shall be excluded and the day of the event
shall be included.
Section
9.6 Acquisition of Controlling Interest
The
provisions of NRS 78.378 to 78.3793, inclusive, shall not apply to this
corporation.
ARTICLE
X--AMENDMENTS
Section
10.1 Amendments
These
Bylaws may be amended or repealed by the Board of Directors at any meeting or by
the stockholders at any meeting.
