AMENDED AND RESTATED BYLAWS
OF
MOBETIZE CORP.
(Formerly “SLAVIA CORP”)
ARTICLE I
Offices
The registered office of Mobetize Corp. (the “Corporation”) shall
be in the State of Nevada. The
Corporation also may
have offices at
such other places, within or without
the State
of Nevada, as the Board
of Directors (the “Board”) determines from time to time or the business of the Corporation requires.
ARTICLE II
Meetings of Stockholders
Section 1.
Place of Meetings
.
Except as otherwise provided in these Bylaws, all meetings of the stockholders shall be held on such dates
and
at
such
times
and
places,
within
or
without
the
State
of
Nevada,
as
shall
be
determined
by the
Board
and
as
shall
be
stated
in
the
notice of
the meeting
or in
waivers of
notice
thereof. If the
place of any
meeting
is not so fixed, it shall be held at the registered office of the Corporation in the State of Nevada.
Section 2.
Annual Meetings.
The
annual
meeting
of
stockholders
for
the
election
of
directors
and
the
transaction
of
such
other
proper
business
as
may
be
brought
before
the
meeting
shall
be
held
on
such
date
after
the
close
of
the
Corporation’s
fiscal year, and at such time, as the Board may from time to time determine.
Section 3.
Special Meetings.
Special
meetings
of
the
shareholders,
for
any purpose
or
purposes
whatsoever,
may be
called
at
any time
by the President of the Corporation or by the Board. Except in special cases where other express provision
is
made
by
statute,
notice
of
such
special
meetings
shall
be
given
in
the
same
manner
as
for
annual
meetings
of stockholders. Notices of any special meeting shall specify in addition to the place, day and hour of such
meeting, the purpose or purposes for which the meeting is called.
Section 4.
Notice of Meetings.
1
Exhibit 3.2
Except
as
otherwise
required
by
law, whenever
the
stockholders
are
required
or
permitted
to
take
any
action
at
a
meeting,
written
notice
thereof
shall
be
given,
stating
the
place,
date
and
time
of
the
meeting
and,
unless
it
is the annual
meeting, by
or at
whose direction it
is
being
issued. The notice also shall
designate the place
where
the
stockholders’
list
is
available
for
examination,
unless
the
list
is
kept
at
the
place
where
the
meeting
is
to
be
held.
Notice
of
a
special
meeting
also
shall
state
the
purpose
or
purposes
for
which
the
meeting is called. A copy of the notice of any meeting shall be delivered personally or shall be mailed, not
less than ten (10) or more than sixty
(60) days before the date of the meeting, to each stockholder of record
entitled
to vote
at
the
meeting. If mailed,
the notice
shall
be
given when
deposited
in
the
United
States mail,
postage prepaid, and shall
be
directed to each stockholder at
his
or
her
address as it appears on the record
of
stockholders
of
the
Corporation,
or
to
such
other
address
which
such
stockholder
may
have
filed
by
written
request
with
the
Secretary
of
the
Corporation.
Notice
of
any
meeting
of
stockholders
shall
be
deemed
waived
by
any
stockholder
who
attends
the
meeting,
except
when
the
stockholder
attends
the
meeting
for
the
express
purpose
of
objecting
at
the
beginning
thereof
to
the
transaction
of
any
business
because
the
meeting is
not lawfully called
or
convened, or
by any stockholder
who
submits, either
before
or after the meeting, a signed waiver of notice. Unless the Board, after the adjournment of a meeting, shall
fix a new
record date for the adjourned meeting or unless the adjournment
is for more than thirty
(30) days,
notice of an adjourned meeting need not be given if the place, date and time to which the meeting shall be
adjourned are announced at the meeting at which the adjournment is taken.
Section 5.
Quorum
.
The presence in person or
by
proxy
of the
holders of a
majority
of the
shares
entitled to vote at any
meeting
shall
constitute
a quorum for the transaction of business. The shareholders present
at
a duly called or held
meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 6.
Voting
.
Except
as
otherwise
provided
by law,
the
Articles
of
Incorporation
of
the
Corporation,
or
preferred
stock
rights, at all meetings of the stockholders, every stockholder of record having the right to vote thereat shall
be
entitled
to
one
vote
for
every share
of
stock
standing
in
such
stockholder’s
name
as
of
the
record
date
and
entitling
such
stockholder
to
so
vote.
A
stockholder
may
vote
in
person
or
by
proxy.
Except
as
otherwise
provided by law,
the Articles
of Incorporation of the
Corporation, or
preferred stock rights, any corporate
action to be taken by a vote of the stockholders, other than the election of directors, shall be authorized by
not
less than a majority
of the votes cast at a meeting by
the stockholders present in person or by
proxy
and
entitled
to vote
thereon.
Directors
shall
be
elected
as provided
in
Article
III
of
these
Bylaws.
Written
ballots
shall not be required for voting on any matter unless ordered by the Secretary of the meeting.
Section 7.
Proxies
.
Every proxy shall
be executed in writing by the stockholder or
by his or her
attorney-in-fact,
or otherwise
as provided in the Nevada Revised Statutes (the “General Corporation Law”).
Section 8.
List of Stockholders
.
2
Exhibit 3.2
At
least
ten
(10)
days
before
every
meeting
of
stockholders,
a
list
of
the
stockholders
(including
their
addresses)
entitled to
vote
at
the
meeting and their
record
holdings
as
of the record
date
shall
be
open
for
examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours,
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
list
also
shall
be
kept
at
and throughout the meeting, and may be inspected by any stockholder who is present.
Section 9. Action at Meeting.
When a
quorum
is present
at any
meeting, any
election
of directors shall
be determined by
a
plurality
of the
votes cast
by the stockholders entitled to vote at
the election, and any other matter shall
be determined by
a
majority in
voting
power of the
shares
present
in
person
or
represented by proxy and
entitled to
vote on
the matter (or if there are two or
more classes of stock entitled to vote as separate classes, then in the case
of each
such class,
a majority
of the
shares
of each such
class present
in person or represented by
proxy
and
entitled to vote on the matter) shall decide such matter, except when a different vote is required by express
provision of law, the Articles of Incorporation or these Bylaws.
All
voting,
including on
the
election
of
directors,
but
excepting 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
or
her
proxy, a
vote
by
ballot
shall
be
taken.
Each
ballot
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.
The
Corporation
may,
and
to
the
extent
required
by
law,
shall,
in
advance
of
any
meeting
of
stockholders,
appoint
one
or
more
inspectors
to
act
at
the
meeting
and
make
a
written
report
thereof.
The
Corporation
may designate one or more persons as an alternate inspector to replace any inspector who fails to act. If no
inspector
or
alternate
is
able
to act
at
a
meeting
of
stockholders,
the
person
presiding
at
the
meeting
may,
and
to
the
extent
required
by
law,
shall,
appoint
one
or
more
inspectors
to
act
at
the
meeting.
Each
inspector,
before entering upon the discharge of his duties, shall take and sign an oath to faithfully execute the duties
of inspector with strict impartiality and according to the best of his or her ability.
Section 10.
Notice of Stockholder Business.
3
Exhibit 3.2
(a) At an
annual
or
special
meeting of the stockholders, only
such
business shall be conducted as shall have
been properly
brought before
the meeting.
To be
properly
brought
before an annual meeting, business must
be
(i)
specified
in
the
notice
of
meeting
(or
any
supplement
thereto)
given
by
or
at
the
direction
of
the
Board, (ii) properly
brought
before the meeting by
or at
the direction of the Board,
or (iii) properly brought
before an annual meeting by a stockholder of record. For business to be properly brought before an annual
meeting by a stockholder, it must be a proper matter for stockholder action under the General Corporation
Law, and the stockholder must have given timely notice thereof in writing to the Secretary of the
Corporation and if the stockholder, or the
beneficial
owner on whose behalf
any
such proposal
is made, has
provided
the
Corporation
with
a
Solicitation
Notice,
as
that
term
is
defined
in
subclause
(v)
of
paragraph
(b),
such
stockholder
or
beneficial
owner
must
have
delivered
a
proxy
statement
and
form
of
proxy
to
holders of at least the percentage of the Corporation's voting shares required under applicable law to carry
any such proposal, and must have included in such materials the Solicitation Notice, and if no Solicitation
Notice
relating
thereto
has
been
timely
provided
pursuant
to
this
section,
the
stockholder
or
beneficial
owner proposing such business must not have solicited a number of proxies sufficient to have required the
delivery
of
such
a
Solicitation
Notice
under
this
section.
To
be
timely, a
stockholder
proposal
to
be
presented
at
an
annual
meeting
shall
be
received
at
the
Corporation's
principal
executive
offices
not
less
than
120
calendar
days
in
advance
of
the
first
anniversary
of
the
date
that
the
Corporation's
(or
the
Corporation's predecessor's) proxy statement was released to stockholders in connection with the previous
year's annual meeting of stockholders, except
that if no
annual meeting was held in the previous year or the
date
of
the
annual
meeting
is
more
than
30
days
earlier
than
the
date
contemplated
at
the
time
of
the
previous
year's
proxy statement, notice by the stockholders to be timely must be received not later than the close of
business on the 10th day
following the day on which the date of the annual meeting is publicly
announced.
In
no
event
shall
the
public
announcement
of
an
adjournment
or
postponement
of
an
annual
meeting
commence
a
new
time
period
(or
extend
any
time
period)
for
the
giving
of
a
stockholder's
notice
as
described above.
(b)
A
stockholder's
notice
to
the
Secretary
of
the
Corporation
shall
set
forth
as
to
each
matter
the
stockholder
proposes
to
bring
before the
annual or
special
meeting (i)
a brief
description of the
business
desired to be
brought
before
the
annual
meeting,
(ii)
the
name
and
address
of
the
stockholder
proposing
such
business
and
of
the
beneficial
owner,
if
any, on
whose
behalf
the
business
is
being
brought,
(iii)
the
class
and
number
of shares of the Corporation which are owned beneficially and of record by the stockholder and such other
beneficial owner, and (iv) any material interest of the stockholder and such other beneficial owner in such
business
and
(v)
whether
such
stockholder
or
beneficial
owner
intends
to
deliver
a
proxy
statement
and
form
of
proxy
to
holders
of
at
least
the
percentage
of
the
Corporation's
voting
shares
required
under
applicable
law
to
carry
the
proposal
(an
affirmative
statement
of
such
intent
being
referred
to
in
this
Section
10 as a "Solicitation Notice").
Section 11
Conduct of Business.
4
Exhibit 3.2
At
every meeting of the stockholders,
the Chairman of the
Board, or,
in
his
or
her
absence, the
President,
or,
in his
or
her
absence,
such
other
person
as
may be
appointed by the Board,
shall act
as chairman.
The
Secretary of
the
Corporation
or
a
person
designated
by
the
chairman
of
the
meeting
shall
act
as
secretary
of the meeting. Unless otherwise approved by the chairman of the meeting, attendance at the stockholders'
meeting
is
restricted
to
stockholders
of
record,
persons
authorized
in
accordance
with
Section
6
of
these
Bylaws to act
by
proxy, and officers
of the
Corporation. The chairman
of the meeting shall call
the meeting
to
order,
establish
the
agenda,
and
conduct
the
business
of
the
meeting
in
accordance
therewith
or,
at
the
chairman's discretion, it may be conducted otherwise in accordance with the wishes of the stockholders in
attendance.
The
date
and
time
of
the
opening
and
closing
of
the
polls
for
each
matter
upon
which
the
stockholders
will
vote
at
the
meeting
shall
be
announced
at
the
meeting.
The
chairman
shall
also
conduct
the
meeting
in
an
orderly
manner,
rule
on
the
precedence
of,
and
procedure
on,
motions
and
other
procedural
matters, and exercise
discretion
with
respect
to
such
procedural
matters
with
fairness
and
good faith
toward
all
those
entitled
to
take
part.
Without
limiting
the
foregoing,
the
chairman
may
(a)
restrict
attendance
at
any
time
to
bona
fide
stockholders
of
record
and
their
proxies
and
other
persons
in
attendance
at
the
invitation
of
the
presiding
officer
or
Board,
(b)
restrict
use
of
audio
or
video
recording
devices
at
the
meeting,
and (c) impose
reasonable limits on the amount of
time
taken up
at
the meeting on discussion in
general or on remarks by any one stockholder. Should any person in attendance become unruly or obstruct
the
meeting
proceedings,
the
chairman
shall
have
the
power to
have
such
person
removed
from
the
meeting.
Notwithstanding
anything
in the
Bylaws to
the
contrary, no
business
shall
be
conducted
at
a meeting
except
in
accordance
with
the
procedures
set
forth
in
this
Section
11
and
Section
10
above.
The
chairman
of
a
meeting
may
determine
and
declare
to
the
meeting
that
any
proposed
item
of
business
was
not
brought
before the meeting in accordance with the provisions of this Section 11 and Section 10, and if he should so
determine,
he
shall
so
declare
to
the
meeting
and
any
such
business
not
properly
brought
before
the
meeting
shall not be transacted.
Section 12.
Stockholder Action Without Meeting.
Any action
which
may be
taken
at
any annual
or
special
meeting
of stockholders
may be
taken
without
a
meeting and without prior notice, if a consent in writing, setting forth the actions so taken, is signed by the
holders
of
outstanding
shares
having
not
less
than
the
minimum
number
of
votes
which would
be
necessary
to
authorize
or
take
such
action
at
a
meeting
at
which
all
shares
entitled
to
vote
thereon
were
present
and
voted. All such consents shall be filed with the Secretary of the Corporation and shall be maintained in the
corporate
records. Prompt
notice
of
the
taking
of
a
corporate
action
without
a
meeting
by
less
than
unanimous
written
consent
shall
be
given
to
those
stockholders
who
have
not
consented
in
writing.
An
electronic transmission consenting to an action to be taken and transmitted by a stockholder, or by a proxy
holder or other person authorized to act for a stockholder, shall be deemed to be written, signed and dated
for the purpose of this Section 12, provided that such electronic transmission sets forth or is delivered with
information from which the Corporation can determine (i) that the electronic transmission was transmitted
by
the
stockholder
or
by
a
person
authorized
to
act
for
the
stockholder
and
(ii)
the
date
on
which
such
stockholder or authorized person transmitted such electronic transmission. The date on which such
electronic transmission
is transmitted shall be
deemed
to be the date on which
such consent was signed. No
consent
given
by
electronic
transmission
shall
be
deemed
to
have
been
delivered
until
such
consent
is
reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its
registered
office
in
the
State
of
Nevada,
its
principal
place
of
business
or
an
officer
or
agent
of
the
Corporation having custody of the books in which proceedings of meetings of stockholders are recorded.
Section 13.
Meetings by Remote Communication.
5
Exhibit 3.2
If
authorized by
the
Board, and
subject
to
such
guidelines
and
procedures as
the
Board
may
adopt,
stockholders
and
proxy
holders
not
physically
present
at
a
meeting
of
stockholders
may,
by
means
of
remote
communication,
participate
in
the
meeting
and
be
deemed
present
in
person
and
vote
at
the
meeting,
whether
such
meeting is
to
be
held
at
a
designated
place or
solely
by
means
of
remote
communication, provided that
(i)
the
Corporation
shall
implement
reasonable
measures
to
verify
that
each
person
deemed
present
and
permitted to vote
at the meeting by means
of remote
communication is a
stockholder
or
proxy holder,
(ii)
the
Corporation
shall
implement
reasonable
measures
to
provide
such
stockholders
and
proxy
holders
a
reasonable
opportunity to
participate in
the
meeting and
to
vote
on
matters
submitted to
the
stockholders,
including
an
opportunity
to
read
or
hear
the
proceedings
of
the
meeting
substantially
concurrently
with
such
proceedings,
and
(iii)
if
any
stockholder
or
proxy
holder
votes or
takes
other action
at
the meeting
by
means
of remote communication, a record of such vote or other action shall be maintained by the Corporation
ARTICLE III
Directors
Section 1.
General Powers.
The
business
and
affairs
of
the
Corporation
shall
be
managed
by
or
under
the
direction
of
a
Board,
who
may exercise
all
of
the
powers
of
the
Corporation
except
as
otherwise
provided
by law
or
the
Articles
of
Incorporation. In the
event
of a
vacancy
in the
Board, the
remaining
directors,
except
as otherwise
provided
by law, may exercise the powers of the full Board until the vacancy is filled.
Section 2.
Number and Term of Office.
Subject
to
the
rights
of
the
holders
of
any
series
of
preferred
stock
to
elect
directors
under
specified
circumstances,
the
number
of
directors
shall
be
a
minimum
of
one
(1)
and
a
maximum
of
twelve
(12)
as
shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there exist any vacancies in previously authorized
directorships
at
the
time
any
such resolution is presented to
the Board
for adoption). All
directors shall
hold
office
until
the
expiration
of
the
term
for
which
elected
and
until
their
respective
successors
are
elected,
except in
the case of the death, resignation or removal of any
director. At each annual meeting of
stockholders, commencing with the first
annual
meeting held after the Effective Date, (i) directors elected
to succeed those directors whose terms expire shall be elected for a term of office to expire at each annual
meeting of stockholders after their election, with each
director to hold office
until
his or her successor shall
have
been duly elected and
qualified,
and (ii)
if authorized by a
resolution
of the
Board,
directors
may be
elected to fill any vacancy on the Board, regardless of how such vacancy shall have been created.
Section 3
Vacancies and Newly Created Directorships.
Subject
to
the
rights
of
the
holders
of
any
series
of
preferred
stock
then
outstanding, newly
created
directorships
resulting
from
any
increase
in
the
authorized
number
of
directors
or
any
vacancies
on
the
6
Exhibit 3.2
Board
resulting
from
death,
resignation,
retirement,
disqualification
or
other
cause
(including
removal
from
office
by a
vote
of
the
stockholders)
may be
filled
only
by a
majority
vote
of
the
directors
then
in
office,
though
less
than
a
quorum
(and
not
by
stockholders),
or
by
the
sole
remaining
director,
and
directors
so
chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of
office of
the class
to which
they
have been
elected expires or until
such director's successor shall
have been
duly elected and qualified. No decrease in the number of authorized directors shall shorten the term of any
incumbent director.
Section 4
Resignation
.
Any
director
may
resign
by
delivering
notice
in
writing
or
by
electronic
transmission
to
the
President,
Chairman of the Board or Secretary.
Such resignation shall
be effective upon receipt
unless it is
specified
to be effective at some other time or upon the happening of some other event.
Section 5
Removal
.
Subject
to
the
rights
of
the
holders
of
any series
of
preferred
stock
then
outstanding,
any
directors,
or
the
entire
Board, may
be removed from office
at any
time, with or without
cause, by
the affirmative vote of the
holders
of
a
majority
of
the
voting
power
of
all
of
the
outstanding
shares
of
capital
stock
entitled
to
vote
generally
in
the
election
of
directors,
voting
together
as
a
single
class.
Vacancies
on
the
Board
resulting
from
such removal
may be
filled
by a
majority of
the
directors then
in
office,
though
less
than
a
quorum,
or
by
the
sole
remaining
director.
Directors
so
chosen
shall
hold
office
until
the
next
annual
meeting
of
stockholders at which the term of office of the class to which they have been elected expires.
Section 6
Regular Meetings.
Regular meetings of the Board may be held without notice at such time and place, either within or without
the State of Nevada, as shall be determined from
time to time by
the Board; provided that
any
director who
is absent when such a determination is made shall be given notice of the determination. A regular meeting
of the Board may be held without notice immediately after and at the same place as the annual meeting of
stockholders.
Section 7
Special Meetings.
Special
meetings
of
the Board
may be
called
by the Chairman
of the
Board,
the
President
or
two
or
more
directors and may be held at any time and place, within or without the State of Nevada.
Section 8
Notice of Special Meetings.
Notice of any special meeting of directors shall
be given to each director by whom it is not
waived by the
Secretary
or
by
the
officer
or
one
of
the
directors
calling
the
meeting.
Notice
shall
be
duly
given
to
each
7
Exhibit 3.2
director
by
(i)
giving
notice
to
such
director
in
person
or
by
telephone,
electronic
transmission
or
voice
message
system
at
least
24
hours
in
advance
of
the
meeting,
(ii)
sending
a
facsimile
to
his
last
known
facsimile number, or delivering written notice by hand to his last known business or home address, at least
24
hours
in
advance
of
the
meeting,
or
(iii)
mailing
written
notice
to
his
last
known
business
or
home
address
at
least
three
days in advance
of
the
meeting.
A notice
or waiver of
notice of a
meeting
of
the
Board
need not specify the
purposes of the meeting. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting.
Section 9
Participation in Meetings by Telephone Conference Calls or Other Methods of
Communication
Directors or any members of any
committee designated by
the directors may
participate at a meeting of the
Board or such committee by means of conference telephone or other communications equipment
by
means
of which all persons participating in
the meeting can hear each other, and participation by
such means shall
constitute presence in person at such meeting.
Section 10
Quorum.
A
majority
of
the
total
number
of
authorized
directors
shall
constitute
a
quorum
at
any
meeting
of
the
Board.
In
the
absence
of
a
quorum
at
any
such
meeting,
a
majority
of
the
directors
present
may
adjourn
the
meeting
from
time
to
time
without
further
notice
other than announcement
at
the
meeting,
until
a quorum
shall
be
present.
Interested
directors
may be
counted
in
determining
the
presence
of
a
quorum
at
a
meeting
of
the
Board or at a meeting of a committee which authorizes a particular contract or transaction.
Section 11
Action at Meeting
.
At any meeting of the Board at
which a quorum is present, the vote of a
majority of those present shall be
sufficient
to
take
any
action,
unless
a
different
vote
is
specified
by
law,
the
Articles
of
Incorporation
or
these Bylaws.
Section 12
Action by Written Consent
.
Any
action required or permitted to be taken at any meeting of the Board or of any committee of the Board
may be taken without
a meeting if all
members of the Board or committee, as the case may be,
consent to
the
action
in
writing
or
by
electronic
transmission,
and
the
writings
or
electronic
transmissions
are
filed
with
the
minutes
of
proceedings of
the
Board
or
committee.
Such
filing
shall
be
in
paper
form
if
the minutes
are
maintained
in
paper
form
and
shall
be
in
electronic
form
if
the
minutes
are
maintained
in
electronic
form.
Section 13
Committees.
The
Board
may
designate
one
or
more
committees,
each
committee
to
consist
of
one
or
more
of
the
directors
of
the
Corporation,
with
such
lawfully
delegated
powers
and
duties
as
it
therefor
confers,
to
serve
at
the
8
Exhibit 3.2
pleasure
of
the
Board.
The
Board
may
designate
one
or
more
directors
as
alternate
members
of
any
committee,
who
may
replace
any
absent
or
disqualified
member
at
any
meeting
of
the
committee.
In
the
absence or disqualification of a member of a committee, the member or members of the committee present
at
any
meeting
and
not
disqualified
from
voting,
whether
or
not
he
or
they
constitute
a
quorum,
may
unanimously appoint another member of the Board to act at the meeting in the place of any such absent or
disqualified
member.
Any
such
committee, to
the
extent
provided
in
the
resolution
of the
Board
and
subject
to the provisions of the General Corporation Law, shall have and may
exercise all
the powers and authority
of the Board in the
management
of
the business and affairs of the Corporation and
may authorize the seal
of
the
Corporation to
be
affixed to
all
papers which
may
require
it.
Each
such
committee
shall
keep minutes
and
make
such
reports
as
the
Board
may
from
time
to
time
request.
Except
as
the
Board
may
otherwise
determine, any
committee
may
make rules for the conduct
of
its business, but
unless otherwise provided
by
such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these
Bylaws for the Board.
Section 14
Compensation of Directors.
Directors
may
be
paid
such
compensation
for
their
services
and
such
reimbursement
for
expenses
of
attendance at meetings as the Board may
from time to
time determine. No such payment shall preclude any
director
from serving the Corporation or
any of
its
parent
or subsidiary corporations
in any other capacity
and receiving compensation for such service.
Section 15
Nomination of Director Candidates.
Subject
to
the
rights
of
holders
of
any class
or
series of
preferred
stock then
outstanding,
nominations
for
the
election
of
directors
may
be
made
by (i)
the
Board
or
a
duly authorized
committee
thereof
or
(ii)
any
stockholder entitled to vote in the election of directors.
Section 16
Nomination of Director Candidates.
(a)
Subject
to
the rights
of holders
of
any class
or
series
of
preferred
stock then
outstanding,
nominations
for
the
election
of
directors
at
an
annual
meeting
may
be
made
by
(i)
the
Board
or
a
duly
authorized
9
Exhibit 3.2
committee
thereof
or
(ii)
any
stockholder
entitled
to
vote
in
the
election
of
directors
generally
who
complies
with the procedures
set
forth
in
this
Bylaw
and who is
a stockholder of
record
at
the time notice
is
delivered
to
the
Secretary of
the Corporation. Any stockholder entitled to
vote in
the
election
of
directors
generally
may nominate
one
or
more
persons
for
election
as
directors
at
an
annual
meeting
only if
timely notice
of
such
stockholder's
intent
to
make
such
nomination
or
nominations
has
been
given
in
writing
to
the
Secretary
of the Corporation and if the stockholder, or the beneficial owner on whose behalf any such nomination is
made, has provided the Corporation with a Solicitation Notice, as that term is defined in subclause (vii) of
this
paragraph,
such
stockholder
or
beneficial
owner
must
have
delivered
a
proxy
statement
and
form
of
proxy
to
holders
of
a
percentage
of
the
Corporation's voting
shares
reasonably
believed
by
such
stockholder
or
beneficial
holder
to
be
sufficient
to
elect
the
nominee
or
nominees
proposed
to
be
nominated
by
such
stockholder, and must have included in such materials the Solicitation Notice, and if no Solicitation Notice
relating
thereto
has
been
timely
provided
pursuant
to
this
section,
the
stockholder
or
beneficial
owner
proposing
such
nomination
must
not
have
solicited
a
number
of
proxies
sufficient
to
have
required
the
delivery
of
such
a
Solicitation
Notice
under
this
section.
To
be
timely,
a
stockholder
nomination
for
a
director to be elected at an annual meeting shall be
received at the Corporation's principal executive offices
not less than 120 calendar days in advance of the first anniversary of the date that the Corporation's (or the
Corporation's predecessor's) proxy statement was released to stockholders in connection with the previous
year's annual meeting of stockholders, except
that if no
annual meeting was held in the previous year or the
date of
the annual
meeting has
been advanced
by more than
30 calendar
days
from
the date contemplated
at the time of the previous year's proxy
statement, notice by
the stockholders to be timely must be received
not
later
than
the
close
of
business
on
the
tenth
day
following
the
day
on
which
public
announcement
of
the date of such meeting is first made. Each such notice shall set forth:
(i)
the name and address of the stockholder who intends to make the nomination, of
the beneficial
owner,
if any,
on
whose
behalf
the
nomination is
being
made
and
of
the
person
or
persons
to
be nominated;
(ii)
a
representation that
the
stockholder
is
a holder
of
record
of stock
of
the Corporation
entitled
to
vote
for the election of directors on the date
of
such
notice and intends to appear in
person
or by proxy at the meeting to nominate the person or persons specified in the notice;
(iii)
a description of all
arrangements or understandings between the stockholder or such beneficial
owner
and
each
nominee
and
any
other
person
or
persons
(naming
such
person
or
persons)
pursuant to which the nomination or nominations are to be made by the stockholder;
(iv)
such
other
information
regarding
each
nominee
proposed
by
such
stockholder
as
would
be
required to be included in a proxy statement filed pursuant to the proxy rules of the
Securities
and Exchange Commission, had
the nominee been nominated, or intended to be nominated, by
the Board;
(v)
the consent of each nominee to serve as a director of the Corporation if so elected;
(vi)
the class and number of shares of the Corporation that are owned beneficially
and of record by
such stockholder and such beneficial owner; and
(vii)
whether such stockholder or beneficial owner intends to deliver a proxy
statement
and form of
proxy
to
holders
of
a
sufficient
number
of
holders
of
the
Corporation's
voting
shares
to
elect
such
nominee
or
nominees
(an
affirmative
statement
of
such
intent
being
referred
to
in
this
Section
16(a) as
a
"Solicitation
Notice").
In
no
event
shall
the
public
announcement
of
an
adjournment
or
postponement
of
an
annual
meeting
commence
a
new
time
period
(or
extend
10
Exhibit 3.2
any time
period)
for
the
giving
of
a stockholder's
notice
as
described above. Notwithstanding
the third sentence of this Section 16(a),
in the event that the
number of directors to
be elected
at
an
annual
meeting
is
increased
and
there
is
no
public
announcement
by
the
Corporation
naming the nominees for the additional directorships at least 130 days prior to the first
anniversary
of the date that the Corporation's (or its predecessor's) proxy
statement was
released to stockholders in connection with the previous year's annual meeting, a stockholder's
notice
required
by this
Section
16(a)
shall
also
be
considered
timely,
but
only with
respect
to
nominees
for
the
additional
directorships,
if
it
shall
be
delivered
to
the
Secretary
at
the
principal
executive
offices
of
the
Corporation
not
later
than
the
close
of
business
on
the
10th
day
following the day on which such public announcement is first made by the Corporation.
(b) Nominations of persons for
election to the Board
may be
made
at a special meeting of
stockholders
at
which directors are to be elected pursuant to the
Corporation's notice of meeting by (i) or at the direction of
the
Board
or
a
committee
thereof
or
(ii)
any
stockholder
of
the
Corporation
who
is
entitled
to
vote
at
the
meeting,
who
complies
with
the
notice
procedures
set
forth
in
this
Bylaw
and
who
is
a
stockholder
of
record
at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a
special
meeting
of
stockholders
for
the
purpose
of
electing
one
or
more
directors
to
the
Board,
any
such
stockholder
may nominate a
person or
persons (as the case
may be), for election to such position(s) as are
specified in the Corporation's
notice of meeting, if the stockholder's notice as required by paragraph (a) of
this
Bylaw
shall
be
delivered
to
the
Secretary
at
the
principal
executive
offices
of
the
Corporation
not
earlier
than
the
90th
day prior
to
such
special
meeting
and
not
later
than
the
close
of
business
on
the
later
of
the
70th day prior to such special meeting or the 10th day following the day on which public announcement is
first
made
of
the
date
of
the
special
meeting
and
of
the
nominees
proposed
by
the
Board
to
be
elected
at
such
meeting.
In
no
event
shall
the
public announcement
of an
adjournment
or
postponement of
a special
meeting commence a new time
period (or extend any time
period) for the
giving of a
stockholder's
notice
as described above.
(c) For purposes of these Bylaws, "public announcement" shall mean disclosure in a press release reported
by
the
Dow
Jones
NewsService,
Associated
Press
or
comparable
national
news
service
or
in
a
document
publicly filed by the Corporation with the Securities and Exchange Commission.
(d)
Notwithstanding
the
foregoing
provisions
of
this
Bylaw,
a
stockholder
shall
also
comply
with
all
applicable
requirements of
the Securities Act of 1933, as amended and the
rules and regulations thereunder
with
respect
to
the
matters
set
forth
in
this
Bylaw.
Nothing
in
this
Bylaw
shall
be
deemed
to
affect
any
rights of stockholders to request inclusion of proposals in the Corporation's proxy statement.
(e) Only persons nominated in accordance with the procedures set forth in this Section 16 shall be eligible
to serve as directors.
Except
as
otherwise
provided
by
law,
the
chairman
of
the
meeting
shall
have
the
power
and
duty
(a)
to
determine
whether
a
nomination
was
made
in
accordance
with
the
procedures
set
forth
in
this
Section
16
and (b) if any proposed nomination
was not made in compliance with this
Section 16, to declare that such
nomination shall be disregarded. (f) If the chairman of the meeting for the election of directors determines
that
a
nomination
of any candidate
for
election
as
a
director
at
such
meeting
was
not
made
in
accordance
with
the
applicable
provisions
of
this
Section
16,
such
nomination
shall
be
void;
provided,
however,
that
nothing in this Section 16 shall be deemed to limit any voting rights upon the occurrence of dividend.
11
Exhibit 3.2
ARTICLE IV
Officers
Section 1.
Executive Officers Etc.
The executive
officers of the Corporation shall be a Chairman of the Board, a President, a Secretary and a
Treasurer.
The
Board
also
may
elect
or
appoint
one
or
more
Vice
Presidents
(any
of
whom
may
be
designated
as
Executive
Vice
Presidents,
Senior
Vice
Presidents
or
otherwise),
and
any
other
officers
it
deems necessary or desirable for the conduct of the business of the Corporation, each of whom
shall
have
such powers and duties as the Board determines.
Section 2.
Duties
.
(a)
The
Chairman
of
the
Board
.
The
Chairman
of
the
Board
shall
be
a
member
of
the
Board.
The
Chairman of the Board shall preside at all meetings of the stockholders and the Board.
(b)
The
President
.
The
President
shall
perform,
in
the
absence
or
disability
of
the
Chairman
of
the
Board,
the
duties
and
exercise
the
powers
of
the
Chairman
of
the
Board
and
shall
have
such
other
powers
and duties as the Board or the Chairman of the Board assigns to him or to her.
(c)
Chief
Executive
Officer.
The
Chief
Executive
Officer
shall
be
the
chief
executive
officer
of
the
Corporation
and
shall,
subject
to
the
direction
of
the
Board,
have
general
supervision
and
control
of
its
business.
Unless
otherwise
provided
by
resolution
of
the
Board,
in
the
absence
of
the
Chairman
of
the
Board,
the
Chief
Executive
Officer
shall
preside
at
all
meetings
of
the
stockholders
and,
if
a
director,
meetings
of
the Board.
The Chief Executive
Officer
shall
have
general
supervision
and
direction
of all
of
the
officers,
employees
and
agents
of
the
Corporation.
The
Chief
Executive
Officer
shall
also
have
the
power and authority to determine the duties of all officers, employees and agents of the Corporation, shall
determine the compensation of any officers whose compensation is not established by the Board and shall
have
the
power
and
authority
to
sign
all
stock
certificates,
contracts
and
other
instruments
of
the
Corporation
which are authorized.
(d)
The Vice President
.
The Vice President or, if there shall be more than one, the Vice Presidents, if
any,
in
the
order
of
their
seniority
or
in
any
other
order
determined
by
the
Board,
shall
perform,
in
the
absence
or
disability
of
the
President,
the
duties
and
exercise
the
powers
of
the
President
and
shall
have
such other powers and duties as the Board or the President assigns to him or to her or to them.
(e)
The Secretary
.
Except as otherwise provided in
these
Bylaws or as directed by
the
Board, the
Secretary
shall
attend
all
meetings
of
the
stockholders
and
the
Board;
shall
record
the
minutes
of
all
proceedings
in books to be kept
for that
purpose;
shall give
notice of all
meetings of the stockholders
and
special
meetings
of
the
Board;
and
shall
keep
in
safe
custody
the
seal
of
the
Corporation
and,
when
authorized
by
the
Board,
shall
affix
the
same
to
any
corporate
instrument.
The
Secretary
shall
have
such
other powers and duties as the Board or the Chairman of the Board assigns to him or her.
(f)
The Treasurer
.
Subject to the control of the Board, the Treasurer shall have the care and custody
of the corporate funds and the books relating thereto; shall perform all other duties incident to the office of
treasurer;
and
shall
have
such
other
powers
and
duties
as
the
Board
or
Chairman
of
the
Board
assigns
to
him or her.
Section 3.
Election; Removal.
12
Exhibit 3.2
Subject
to
his
or
her
earlier
death,
resignation
or
removal,
as
hereinafter
provided,
each
officer
shall
hold
his or her office
until his or her successor shall
have been duly
elected and
shall
have qualified. Any
officer
may be removed at any time with or without cause by the Board.
Section 4.
Resignations
.
Any
officer
may
resign
at
any
time
by
giving
written
notice
of
his
resignation
to
the
Corporation.
A
resignation shall
take effect at the time specified therein or, if the time when it shall become effective shall
not
be
specified
therein, immediately upon
its receipt,
and,
unless
otherwise
specified therein, the
acceptance of a resignation shall not be necessary to make it effective.
Section 5.
Vacancies
.
If
an
office
becomes
vacant
for
any reason,
the Board or
the
stockholders
may fill
the
vacancy,
and
each
officer so elected shall serve for the remainder of his or her predecessor’s term and until his successor shall
have been elected or appointed and shall have qualified.
Section 6.
Salaries
.
Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be
fixed or allowed from time to time by the Board.
Section 7
Delegation of Authority
.
The Board may from time to time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.
ARTICLE V
Provisions Relating to Stock Certificates and Stockholders
Section 1.
Certificates
.
Certificates for the Corporation’s capital stock shall be in such form as required by
law and as approved by
the Board. Each certificate shall be signed in the name of the Corporation by the Chairman of the Board or
President
or
any
Vice
President
and
by
the
Secretary
or
Treasurer
or
any
Assistant
Secretary
or
any
Assistant
Treasurer
and
shall
bear
the
seal
of
the
Corporation
or
a
facsimile
thereof.
If
any
certificate
is
countersigned by a transfer
agent
or registered by a registrar, other
than the Corporation or its employees,
the
signature
of
any
officer
of
the
Corporation
may
be
a
facsimile
signature.
In
case
any
officer,
transfer
agent
or registrar who
shall
have signed
or
whose facsimile
signature as
placed
on
any
certificate shall
have
ceased
to
be
such
officer,
transfer
agent
or
registrar
before
the
certificate
shall
be
issued,
it
may
nevertheless
be
issued
by
the
Corporation
with
the
same
effect
as
if
he
or
she
were
such
officer,
transfer
agent
or
registrar
at the date of the issue.
Section 2.
Lost Certificates, etc
.
The
Corporation
may issue
a new
certificate
for
shares
in
place
of
any certificate theretofore issued
by it,
alleged to have
been lost, mutilated,
stolen or
destroyed,
and the Board may require the owner
of the lost,
mutilated, stolen
or destroyed certificate, or his or
her
legal
representatives,
to
make an
affidavit
of that
fact
and to give the
Corporation
a bond in such sum as it may
direct as
indemnity
against any
claim
that may
be
13
Exhibit 3.2
made
against
the
Corporation
on
account
of
the
alleged
loss,
mutilation,
theft
or
destruction
of
the
certificate
or the issuance of a new certificate.
Section 3.
Transfers of Shares
.
Transfers
of
shares
shall
be
registered
on
the
books
of
the
Corporation
maintained
for
that
purpose
after
due presentation of the stock certificates therefor appropriately endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer.
Section 4
Lost, Stolen or Destroyed Certificates
.
The
Corporation
may issue
a
new
certificate
of
stock
in
place
of
any previously issued
certificate
alleged
to
have
been
lost,
stolen,
or
destroyed,
upon
such
terms
and
conditions
as
the
Board
may
prescribe,
including
the
presentation of
reasonable
evidence
of
such
loss,
theft
or
destruction
and
the
giving
of such
indemnity as the Board may require for the protection of the Corporation or any transfer agent or registrar.
Section 5.
Record Date
.
The purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof,
or for
the purpose
of determining stockholders entitled to receive
payment
of
any dividend or other distribution or the allotment of any rights, or for the purpose of any other action, the
Board may fix a record date, which record date shall not precede the date upon which the resolution fixing
the
record
date
is
adopted
by
the
Board,
and
which
record
date
shall
not
be
more
than
sixty (60)
nor
less
than ten (10)
days
before
the
date of any such
meeting and
shall
not be more
than sixty (60)
days
prior
to
any other action.
ARTICLE VI
Contracts, Loans, Checks and Deposits
Section 1.
Contracts
.
The Board may
authorize any Officer or Officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation and such authority may be general
or confined to specific instances.
Section 2.
Loans.
No loan or advance shall
be contracted on behalf of the Corporation, no negotiable paper or other evidence
of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation
shall be mortgaged, pledged, hypothecated or transferred as security for the payment of any loan, advance,
indebtedness
or
liability
of
the
Corporation
unless
and
except
as
authorized
by
the
Board.
Any
such
authorization may be general or confined to specific instances.
Section 3.
Deposits
.
All
funds
of the
Corporation
not
otherwise employed
shall
be
deposited
from time to
time
to the
credit
of
the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be
selected by an Officer or agent of the Corporation authorized to do so by the Board.
Section 4.
Checks and Drafts
.
14
Exhibit 3.2
All notes, drafts, acceptances, checks, endorsements and evidence of indebtedness of the Corporation shall
be signed by such Officer or Officers or such agent or agents of the Corporation and in such manner as the
Board from time to time may determine. Endorsements for deposits to the credit of the Corporation in any
of
its
duly
authorized
depositories
shall
be
made
in
such
manner
as
the
Board
may
from
time
to
time
determine.
Section 5.
Bonds and Debentures
.
Every
bond
or
debenture
issued
by
the
Corporation
shall
be
in
the
form
of
an
appropriate
legal
writing,
which
shall
be
signed
by
the
President
or
Vice
President
and
by
the
Treasurer
or
by
the
Secretary,
and
sealed with the seal of the Corporation. The seal
may be facsimile,
engraved or printed. Where such bond
or
debenture
is
authenticated with
the
manual
signature
of
an
authorized
Officer of
the
Corporation or
other
trustee
designated
by
the
indenture
of
trust
or
other
agreement
under
which
such
security
is
issued,
the
signature
of
any
of
the
Corporation’s
Officers
named
thereon
may
be
facsimile.
In
case
any
Officer
who
signed,
or
whose
facsimile
signature
has
been
used
on
any
such
bond
or
debenture,
shall
cease
to
be
an
Officer
of
the
Corporation
for any
reason before
the
same has
been
delivered
by
the
Corporation, such
bond
or
debenture
may
nevertheless
by
adopted
by
the
Corporation
and
issued
and
delivered
as
though
the
person
who signed it or whose facsimile signature has been used thereon had not ceased to be such Officer.
ARTICLE VI
Indemnification
Section 1.
Indemnification
.
The Corporation shall, to
the
fullest
extent permitted by the
General Corporation Law (including, without
limitation, Nevada Revised Statutes 78.7502 thereof) or other provisions of the laws
of Nevada relating to
indemnification
of
directors,
officers,
employees
and
agents,
as
the
same
may
be
amended
and
supplemented
from
time
to
time,
indemnify
any
and
all
such
persons
whom
it
shall
have
power
to
indemnify
under the General Corporation Law or such other provisions of law.
Section 2.
Statutory Indemnification.
Without
limiting
the
generality of
Section
1
of
this Article
VI,
to
the
fullest
extent
permitted,
and
subject
to
the
conditions
imposed,
by
law,
and
pursuant
to
Nevada
Revised
Statutes
78.7502
of
the
General
Corporation Law
unless
otherwise
determined by
the
Board:
(i)
the
Corporation
shall
indemnify
any
person
who
was
or
is
a party or
is threatened to
be
made
a
party to
any threatened,
pending
or
completed
action,
suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the
right
of
the
Corporation)
by
reason
of
the
fact
that
such
person
is
or
was
a
director,
officer,
employee
or
15
Exhibit 3.2
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
reasonable
expenses (including
attorney’s
fees),
judgments,
fines
and
amounts
paid in
settlement
actually
and reasonably incurred by him in
connection with such
action,
suit or
proceeding if such person acted in
good
faith
and
in
a
manner
he
reasonably
believed
to
be
in
or
not
opposed
to
the
best
interests
of
the
Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct
was
unlawful;
and
(ii)
the
Corporation
shall
indemnify
any
person
who
was
or
is
a
party
or
is
threatened
to
be
made
a
party to
any threatened,
pending
or
completed
action
or
suit
by or
in
the
right
of
the
Corporation
to procure
a
judgment
in
its
favor
by
reason
of
the
fact
that
such
person
is or
was a
director,
officer,
employee
or
agent
of
the
Corporation,
or
is
or
was
serving
at
the
request
of
the
Corporation
as
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against reasonable expenses (including attorney’s fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except as
otherwise provided by law.
Section 3.
Indemnification by Resolution of Stockholders or Directors of Agreement.
To the fullest extent permitted by law, indemnification may be granted, and expenses may be advanced, to
the
persons
described
in
Nevada
General
Corporation
Law
or
other
provisions
of
the
laws
of
Nevada
relating
to
indemnification
and
advancement
of
expenses,
as
from
time
to
time
may
be
in
effect,
by
(i)
a
resolution of stockholders, (ii) a resolution of the Board,
or (iii) an agreement providing for such
indemnification
and
advancement
of
expenses;
provided
that
no
indemnification
may
be
made
to
or
on
behalf
of
any
person
if
a
judgment
or
other
final
adjudication
adverse
to
the
person
establishes
that
such
person’s acts
were
committed
in
bad
faith
or
were
the result
of active
and deliberate
dishonesty and
were
material
to
the
cause of
action
so
adjudicated,
or
that
such person personally
gained
in
fact
a financial
profit
or other advantage to which such person was not legally entitled.
Section 4.
General
.
It
is
the intent
of this Article VI to require the Corporation to indemnify the persons
referred to herein for
judgments,
fines,
penalties,
amounts
paid
in
settlement
and
expenses
(including
attorneys’
fees),
and
to
advance expenses to such persons, in each and every
circumstance in which such indemnification and such
advancement
of
expenses
could
lawfully
be
permitted
by
express
provision
of
Bylaws,
and
the
indemnification and expense
advancement
provided by this Article VI shall
not
be limited
by the
absence
of
an
express
recital
of
such
circumstances.
The
indemnification
and
advancement
of
expenses
provided
by,
or granted
pursuant
to,
these
Bylaws shall
not
be
deemed
exclusive
of
any
other
rights
to
which
a
person
seeking
indemnification
or
advancement
of
expenses
may
be
entitled,
whether
as
a
matter
of
law,
under
any
provision
of
the
Corporation’s
Articles
of
Incorporation
or
these
Bylaws,
by
agreement,
by
vote
of
stockholders
or
disinterested
directors
of
the
Corporation
or
otherwise,
both
as
to
action
in
his
official
capacity and as to action in another capacity while holding such office.
Section 5.
Indemnification Benefits
.
Indemnification
pursuant
to
these
Bylaws
shall
inure
to
the
benefit
of
the
heirs
executors,
administrators
and personal representatives of those entitled to indemnification.
ARTICLE VII
General Provisions
16
Exhibit 3.2
Section 1
Fiscal Year
.
The fiscal year of the Corporation shall be as fixed by the Board.
Section 2
Corporate Seal
.
The
corporate
seal
shall
be
in
such
form
as
shall
be
approved
by
the
Board.
Section 3
Waiver of Notice
.
Whenever
any
notice
whatsoever
is
required
to
be
given
by
law, by
the
Articles
of
Incorporation
or
by
these
Bylaws,
a
waiver
of
such
notice
either
in
writing
signed
by
the
person
entitled
to
such
notice
or
such
person's
duly
authorized
attorney,
or
by
electronic
transmission
or
any
other
method
permitted
under
the
General
Corporation
Law,
whether
before,
at
or
after
the
time
stated
in
such
waiver,
or
the
appearance
of
such
person
or
persons
at
such meeting in
person
or by
proxy, shall
be deemed equivalent
to
such
notice.
Neither
the business nor the purpose of any
meeting need be specified in such a waiver. Attendance at any
meeting
shall
constitute
waiver
of
notice
except
attendance
for
the
sole
purpose
of
objecting
to
the
timeliness
of
notice.
Section 4
Actions with Respect to Securities of Other Corporations.
Except
as
the Board
may
otherwise
designate,
the
Chief
Executive
Officer or President
or any
officer of
the
Corporation
authorized
by
the
Chief
Executive
Officer
or
President
shall
have
the
power
to
vote
and
otherwise
act
on
behalf
of
the
Corporation,
in
person
or
proxy,
and
may
waive
notice
of,
and
act
as,
or
appoint
any
person
or
persons
to
act
as,
proxy
or attorney-in-fact
to
this
Corporation
(with
or
without
power
of
substitution)
at
any
meeting
of
stockholders
or
stockholders
(or
with
respect
to
any
action
of
stockholders) of any
other corporation
or organization, the securities of which may
be held by
this
Corporation
and
otherwise
to
exercise
any and
all
rights
and
powers
which
this
Corporation
may possess
by reason of this Corporation's ownership of securities in such other Corporation or other organization.
Section 5
Evidence of Authority
.
A
certificate
by the
Secretary,
or
an
Assistant
Secretary,
or
a
temporary Secretary,
as
to
any action
taken
by
the stockholders, directors, a committee or any
officer or
representative of
the
Corporation shall
as to
all
persons who rely on the certificate in good faith be conclusive evidence of such action.
Section 6
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Website:
www.nvsos.gov
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