Attached files
| file | filename |
|---|---|
| 10-K - ACTIVECARE, INC. FORM 10-K SEPTEMBER 30, 2009 - ACTIVECARE, INC. | actc10k20090930.htm |
| EX-10.9 - STATEMENT OF WORK BETWEEN COMPANY AND QUECTEL WIRELESS SOLUTIONS, LTD., DATED DECEMBER 1, 2009 - ACTIVECARE, INC. | actc10k20090930sow.htm |
| EX-3.4 - ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION CHANGING NAME TO ACTIVECARE, INC. - ACTIVECARE, INC. | actc10k20090930art.htm |
| EX-32 - SECTION 1350 CERTIFICATIONS - ACTIVECARE, INC. | actc10k20090930ex32.htm |
| EX-31.1 - CERTIFICATIONS OF CHIEF EXECUTIVE (PRINCIPAL) EXECUTIVE OFFICER UNDER RULE 13A-14(A)/15D-14(A) - ACTIVECARE, INC. | actc10k20090930ex31-i.htm |
| EX-31.2 - CERTIFICATIONS OF CHIEF FINANCIAL (PRINCIPAL FINANCIAL AND ACCOUNTING) OFFICER UNDER RULE 13A-14(A)/15D-14(A) - ACTIVECARE, INC. | actc10k20090930ex31-ii.htm |
| EX-3.5 - CERTIFICATE OF INCORPORATION (DELAWARE) JULY 15, 2009 - ACTIVECARE, INC. | actc10k20090930certinc.htm |
Exhibit 3.6
ACTIVECARE,
INC.
(FORMERLY
VOLU-SOL REAGENTS CORPORATION)
a
Delaware corporation
BYLAWS
(VOLU-SOL
REAGENTS CORPORATION WAS FORMERLY A UTAH CORPORATION INCORPORATED ON MARCH 5,
1998 BUT WAS CONVERTED TO A DELAWARE CORPORATION ON JULY 15, 2009)
BYLAWS
OF
VOLU-SOL
REAGENTS CORPORATION
ARTICLE
I
OFFICES
The
principal office of the corporation in the State of Utah shall be located in
Salt Lake County, State of Utah. The Board of Directors may change
the location of the principal office of the corporation and may, from time to
time, designate other offices within or without the State of Utah as the
business of the corporation may require. The registered office of the
corporation shall be the office of the registered agent of the corporation as
required by the Utah Revised Business Corporation Act (the
"Act"). The registered office of the corporation shall be maintained
in the State of Utah and may be, but need not be, identical with the principal
office of the corporation in the State of Utah, and the address of such
registered office of the corporation, the agent's office, may be changed from
time to time by the Board of Directors.
ARTICLE
II
SHAREHOLDERS
1. Place of Shareholder
Meetings. Shareholder meetings of the corporation shall be
held at the principal office of the corporation in Salt Lake County, Utah, or at
such other suitable place convenient to the shareholders, either within or
without the State of Utah, whether for any annual meeting or special meeting of
the shareholders called by the Board of Directors.
2. Annual
Meeting. The annual meeting of the shareholders for the
election of directors and the transaction of such other business as may properly
come before it shall be held at the principal office of the corporation in Salt
Lake County, State of Utah, or at such place within or without the State of Utah
as shall be set forth in the notice of the meeting. The meeting shall
be held on the last Tuesday of July of each and every year at 10:00
a.m. If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon as is convenient
thereafter.
3. Special
Meetings. Special meetings of the shareholders, other than
those regulated by statute, for any purpose or purposes, may be called at any
time by a majority of the directors or the president, and must be called by the
president upon written request of the holders of ten percent (10%) of the
outstanding shares entitled to vote at such special meeting. Special
meetings of the shareholders shall be held at the principal office of the
corporation unless another place within or without the State of Utah is
designated by the Board of Directors in the notice for the meeting.
4. Notice of Shareholders'
Meetings. The secretary of the corporation shall give
personally or by mail, not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each shareholder entitled to vote at such
meeting, written notice of the annual or special shareholders' meetings stating
the place, date and hour of the meeting. In the case of a special
shareholders' meeting, the notice shall also state the purposes for which it is
called and the name of the person by whom or at whose direction the meeting is
called. If mailed, the notice shall be addressed to the shareholder
at his or her address as it appears on the record of the shareholders of the
corporation unless he or she shall have filed with the secretary of the
corporation a written request that notices intended for him or her be mailed to
a different address, in which case it shall be mailed to the address designated
in the request. In the case of a special shareholders' meeting no
business other than that specified in the notice of the meeting shall be
transacted at any such special meeting.
-2-
5. Waiver of
Notice. Whenever under the provisions of these Bylaws or of
any statute any shareholder or director is entitled to notice of any regular or
special meeting or of any action to be taken by the corporation, such meeting
shall be held or such action may be taken without the giving of such notice,
provided every shareholder or director entitled to such notice in writing waives
the requirements of these Bylaws in respect thereto. Any notice of
the annual or any special shareholders' meeting may be waived by a shareholder
by submitting a signed waiver either before or after the meeting, or by the
shareholder's attendance at such meeting.
6. Record
Date. For the purpose of determining the shareholders entitled
to notice of or to vote at any meeting of the shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any dividend, and in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the corporation may provide that the stock transfer books
shall be closed for an extended period but not to exceed in any case seventy
(70) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock
transfer books the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy (70) days and in the case of a meeting of the shareholders,
not less than ten (10) days prior to the date on which the particular action
requiring action such determination of shareholders is to be
taken. If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at any meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which the notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote
at any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.
-3-
7. Proxies. At
all meetings of shareholders, a shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly authorized attorney
in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. Every proxy must be
dated and signed by the shareholder or his attorney in fact. No proxy
shall be valid after the expiration of eleven (11) months from the date of its
execution, unless otherwise provided in such proxy. Every proxy shall
be revocable at the pleasure of the shareholder executing it, except where an
irrevocable proxy is permitted by statute.
8. Quorum. The
presence in person or by proxy of the holders of a majority of the outstanding
shares entitled to vote thereat shall be necessary to constitute a quorum for
the transaction of business at all meetings of the shareholders. If,
however, such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present and personally
represented by proxy, shall have the power to adjourn the meeting to a future
date at which a quorum shall be present or represented without further
notice. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified. A meeting at which a quorum is
initially present may continue to transact business, not withstanding the
withdrawal of certain shareholders representing enough shares to leave less than
a quorum remaining. Such transacted business shall become the act of
the corporation if it is approved by at least a majority of the required quorum
for that meeting.
-4-
9. Voting of
Shares. A shareholder entitled to vote at a meeting may vote
at such meeting in person or by proxy except as otherwise provided by law or the
Certificate of Incorporation. Every shareholder shall be entitled to
one (1) vote for each share standing in his or her name on the record of
shareholders as of the record date. Except as herein or in the
Certificate of Incorporation or by statute otherwise provided, all corporate
action shall be determined by vote of a majority of the votes cast at a meeting
of the shareholders at which a quorum is present by the holders of shares
entitled to vote thereon.
10. Voting of Shares by Certain
Holders. Shares standing in the name of another corporation
may be voted by such officer, agent or proxy of such other corporation as the
bylaws of such corporation may prescribe or, in the absence of such provision,
as the Board of Directors of such other corporation may
determine. Shares held by an administrator, executor, guardian or
conservator may be voted by him or her, either in person or by proxy, without a
transfer of such shares into his or her name. Shares standing in the
name of a trustee may be voted by him or her, either in person or by proxy, but
no trustee shall be entitled to vote shares held by him or her without a
transfer of such shares into his or her name as trustee. Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of the receiver may be voted by such receiver
without the transfer thereof into his or her name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed. The shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred. Shares of its own stock belonging to the corporation,
treasury shares, or shares of its own stock held by the corporation in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting
and shall not be counted in determining the total number of outstanding shares
at any given time.
-5-
11. Action Without Meeting by
Consent of Required Majority. Pursuant to all of the
provisions of Section 704 of the Act, whenever a provision of statute or of the
Certificate of Incorporation, or whenever by these Bylaws the vote of
shareholders is required or permitted to be taken at a meeting thereof in
connection with any corporate action, the meeting and the vote of shareholders
may be dispensed with if one or more consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or to
take the action at a meeting at which all shares entitled to vote thereon were
present and voted.
ARTICLE
III
BOARD
OF DIRECTORS
1. Number and
Qualifications. Except during such times as the corporation
has fewer than three shareholders entitled to vote for election of directors,
the number of directors of the corporation shall be not less than two (2) nor
more than thirteen (13), all of whom shall be of age eighteen (18) years or
older. During such times when there are fewer than three such
shareholders, the number of directors may consist of a number which is equal to
or greater than the number of such shareholders, as determined by the Board of
Directors. Directors need not be shareholders of the corporation nor
residents of the State of Utah. The shareholders may change the
number of directors by amending the Bylaws.
-6-
2. Manner of
Election. The directors shall be elected at the annual meeting
of the shareholders by a majority of the votes in favor of each director to be
elected except as otherwise prescribed by statute. There shall be no
cumulative voting for directors. Each shareholder entitled to vote at
the election of directors has the right to cast all of the votes to which the
shareholder's shares are entitled for as many persons as there are directors to
be elected and for whose election the shareholder has the right to
vote.
3. Term of
Office. The term of the office of each director shall be until
the next annual meeting of the shareholders and until his or her successor has
been duly elected and has qualified.
4. Duties and
Powers. The Board of Directors shall have under their
direction the control and management of the affairs and business of the
corporation. The directors shall in all cases act as a board,
regularly convened, and in the transaction of business the act of a majority
present at a meeting, except as otherwise provided by law or by the Certificate
of Incorporation, shall be the act of the board, provided a quorum is
present. Notwithstanding the foregoing, the directors may take action
without a meeting if all members of the board consent to the action in writing
pursuant to Section 821 of the Act. The directors may adopt such
rules and regulations for the conduct of their meetings and the management of
the corporation as they may deem proper, not inconsistent with law or the
Certification of Incorporation or these Bylaws.
5. Regular
Meetings. A regular meeting of the Board of Directors shall be
held without other notice than this Bylaw immediately after, and at the same
place as the annual meeting of shareholders. The Board of Directors
may provide by resolution the time and place, either within or without the State
of Utah, for the holding of additional regular meetings without other notice
than such resolution.
-7-
6. Special
Meetings. Special meetings of the Board of Directors may be
called by or at the request of the president or any two (2)
directors. The person or persons authorized to
call special meetings of the Board of Directors may fix any place, either within
or without the State of Utah, as the place for holding any such special meeting
of the Board of Directors.
7. Notice of
Meetings. No notice need be given of any regular meeting of
the board. Notice of special meetings shall be served upon each
director in person or by mail addressed to him or her at his or her last known
post office address, at least five (5) days prior to the date of such special
meeting, specifying the time and place of the meeting and the business to be
transacted thereat. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail so addressed with the postage
prepaid thereon. Any director may waive notice of any meeting by a
signed writing. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened, provided such objection
is made by such director at the beginning of the special directors'
meeting.
8. Quorum. At
any meeting of the Board of Directors, the presence of a majority of the board
shall be necessary to constitute a quorum for the transaction of
business. However, should a quorum not be present a lesser number may
adjourn the meeting to some further time, not more than seven (7) days later,
without further notice.
9. Voting. At
all meetings of the Board of Directors, each director shall have one (1) vote
irrespective of the number of shares that any director may
hold.
-8-
10. Compensation. By
resolution of the Board of Directors, the directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors, may be paid a
fixed sum for attendance at such meeting of the Board of Directors, or may be
paid a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
11. Vacancies. Any
vacancy occurring in the Board of Directors by death, resignation or otherwise
shall be filled promptly by majority vote of the remaining directors at a
special meeting which shall be called for that purpose within thirty (30) days
after the occurrence of the vacancy. The director thus chosen shall
hold office for the unexpired term of his predecessor and the election and
qualification of his successor. Where a vacancy is required to be
filled by reason of an increase in the number of directors by shareholder
action, then the vacant directorship(s) shall be filled by majority vote of the
shareholders at the meeting at which the increased number of directorships is
approved.
12. Removal of
Directors. Any director may be removed either with or without
cause, at any time, by a vote of a majority of the shareholders who are entitled
to vote for the election of the directors sought to be removed, at any special
meeting called for that purpose, or at the annual meeting. Where a
director is removed by the shareholders, then the vacant directorship shall be
filled by the shareholders at the meeting at which the director or directors are
so removed. Except as otherwise prescribed by statute, a director may
be removed for cause by vote of a majority of the entire board. In
such event the Board of Directors shall choose a new director to fill such
vacancy.
13. Resignation. Any
director may resign his office at any time. Such resignation shall be
made in writing and shall take effect immediately without
acceptance.
-9-
ARTICLE
IV
OFFICERS
1. Officers and
Qualifications. The officers of the corporation shall be at a
minimum a president and a secretary. There may also be such other
officers as the Board of Directors may determine including, but not limited to,
one (1) or more vice presidents and a treasurer. Any two (2) or more
offices, except the offices of president and secretary, may be held by the same
person.
2. Election. All
officers of the corporation shall be elected annually by the Board of Directors
at its meeting held immediately after the annual meeting of
shareholders.
3. Term of
Office. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his or her death,
or until he or she shall resign or shall have been removed in the manner as
hereinafter provided. An officer or agent elected or appointed by the
Board of Directors may be removed either with or without cause by the vote of a
majority of the Board of Directors whenever, in the board's judgment, the best
interests of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the persons so
removed.
4. Vacancies. A
vacancy in any office because of death, resignation, removal, disqualification
or otherwise may be filled by the Board of Directors for the unexpired portion
of the term of such office.
5. Duties of
Officers. The duties and powers of the officers of the
corporation shall be as follows and as shall hereafter be set by resolution of
the Board of Directors:
-10-
PRESIDENT
A. The
president shall be the principal executive officer of the corporation, shall be
subject to the control of the Board of Directors, and shall in general supervise
and control all of the business affairs of the corporation. He or she
shall, when present, preside at all meetings of the shareholders and of the
Board of Directors.
B. He
or she shall present at each annual meeting of the shareholders and directors a
report of the condition of the business of the corporation.
C. He
or she shall cause to be called regular and special meetings of the shareholders
and directors in accordance with the requirements of the statute and of these
Bylaws.
D. He
or she shall appoint, discharge and fix the compensation of all employees and
agents of the corporation other than the duly elected officers, subject to the
approval of the Board of Directors. He or she shall sign and execute,
with the secretary or any other proper officer of the corporation thereunto
authorized by the Board of Directors, all contracts in the name of the
corporation, and all notes, drafts or other orders for payment of money, any
deed, mortgages, bonds or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed.
E. He
or she shall sign and execute, with the secretary or any other proper officer of
the corporation thereunto authorized by the Board of Directors, certificates
representing shares of the corporation.
F. He
or she shall cause all books, reports, statements and certificates to be
properly kept and filed as required by law.
-11-
G. He
or she shall enforce these Bylaws and perform all the duties incident to his or
her office and which are required by law, and, generally, he or she shall
supervise and control the business and affairs of the corporation and perform
such other duties as may be prescribed by the Board of Directors from time to
time.
SECRETARY
A. The
secretary shall keep the minutes of the meetings of the Board of Directors and
of the shareholders in appropriate books.
B. He
or she shall attend to the giving of notice of special meetings of the Board of
Directors and of all the meetings of the shareholders of the
corporation.
C. He
or she shall be custodian of the records and seal of the corporation and shall
affix the seal to the certificates representing shares and other corporate
papers when required.
D. He
or she shall keep in the principal office of the corporation a book or record
containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation, showing their places of residence, the number
and class of shares held by them respectively, and the dates when they
respectively became owners of record thereof. He shall keep such book
or record and the minutes of the proceedings of its shareholders open daily
during the usual business hours, for inspection, within the limits prescribed by
law, by any person duly authorized to inspect such records. At the
request of the person entitled to an inspection thereof, he shall prepare and
make available a current list of the officers and directors of the corporation
and their resident addresses.
E. He
or she shall sign all certificates representing shares and affix the corporate
seal thereto.
-12-
F. He
or she shall attend to all correspondence and present to the Board of Directors
at its meetings all official communications received by him or her.
G. He
or she shall perform all the duties incident to the office of secretary of the
corporation and such other duties as from time to time may be assigned to him or
her by the president or by the Board of Directors.
OTHER
OFFICERS
Other
officers shall perform such duties and have such powers as may be assigned to
them by the Board of Directors.
6. Vacancies. All
vacancies in any office shall be filled promptly by the Board of Directors,
either at regular meetings or at a meeting specially called for that
purpose.
7. Compensation of
Officers. The officers shall receive their salary or
compensation as may be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a director of the corporation.
ARTICLE
V
OFFICERS’
AND DIRECTORS’ CONTRACTS
No
contract or other transaction between this corporation and any other
corporation, limited liability company, association, partnership or business
shall be affected by the fact that a director, officer, member, manager or
partner of such other corporation, limited liability company, association,
partnership or business, and any director or officer, individually or jointly,
may be a party to, or may be interested in, any business, partnership,
association, limited liability company, corporation or transaction of this
corporation or in which this corporation is interested; and no contract or other
transaction of this corporation with any person, firm, partnership, limited
liability company, or corporation shall be affected by the fact that any
director or officer of this corporation is a party to, or is interested in, such
contract, act, or transaction or in any way connected with such person, firm,
partnership, association, limited liability company, or corporation, and every
person, who may become a director or officer of this corporation, is hereby
relieved from liability that might otherwise exist from contracting with the
corporation for the benefit of himself or any person, firm, association,
partnership, limited liability company or corporation in which he may be in any
way interested, provided said director or officer acts in good
faith.
-13-
ARTICLE
VI
CONTRACTS,
NOTES, CHECKS AND DEPOSITS
1. General. The
execution of all bills payable, notes, checks, drafts, warrants or other
negotiable instruments of the corporation shall be made in the name of the
corporation and shall be signed by such officer or officers as the Board of
Directors shall from time to time by resolution direct. No officer or
agent of the corporation, either singly or jointly with others, shall have the
power to make any bill payable, note, check, draft or warrant or other
negotiable instrument, or endorse the same in the name of the corporation, or
contract or cause to be contracted any debt or liability in the name and on
behalf of the corporation, except as herein expressly prescribed and
provided.
2. Contracts. The
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or to execute and to deliver any instrument in the name
and on behalf of the corporation, and such authority may be general or confined
to specific instances.
3. Loans. No
loans shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by resolution of the
Board of Directors. Such authority may be general or confined to
specific instances.
4. Checks, Drafts,
etc. All checks, drafts, or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
-14-
5. 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 of Directors may select.
ARTICLE
VII
CERTIFICATES
FOR SHARES AND THEIR TRANSFER
1. Certificates. The
shares of the corporation shall be represented by certificates prepared by the
Board of Directors and signed by the president or the vice president, and by the
secretary or an assistant secretary, and sealed with the seal of the corporation
or a facsimile. The certificates shall be numbered consecutively and
in the order in which they are issued; they shall be bound in a book and shall
be issued in consecutive order therefrom, and in the margin thereof shall be
entered the name and address of the person to whom the shares represented by
such certificate are issued, the number and class or series of such shares, and
the date of issue. Each certificate shall state the registered
holder's name, the number and class of shares represented thereby, the date of
issue, the par value of such shares, or that they are without par
value. Certificates of shares of the corporation may also be in such
other form as shall be determined by the Board of Directors
hereafter. All certificates of shares of the corporation surrendered
to the corporation for transfer shall be canceled and no new certificates shall
be issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except in the case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may
prescribe.
-15-
2. Subscriptions. Subscriptions
to the shares shall be paid at such times and in such installments as the Board
of Directors may determine. If default shall be made in the payment
of any installment as required by such resolution, the board may declare the
shares and all previous payments thereon forfeited for the use of the
corporation, in the manner prescribed by statute.
3. Transfer of
Shares. Transfer or assignment of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his or her legal representative, who shall furnish
proper evidence of authority to transfer, or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and only upon surrender for cancellation of the certificate for
such shares duly and properly endorsed. The corporation shall issue a
new certificate for the shares surrendered to the person or persons entitled
thereto. The person in whose name the shares stand on the books of
the corporation shall be deemed by the corporation to be the owner thereof for
all purposes.
4. Returned
Certificates. All certificates for shares changed or returned
to the corporation for transfer shall be marked by the secretary "Canceled",
with the date of cancellation, and the transaction shall be immediately recorded
in the certificate book opposite the memorandum of their issue. The
returned certificate may be inserted in the certificate book.
ARTICLE
VIII
DIVIDENDS
The Board
of Directors at any regular or special meeting may declare dividends payable out
of the surplus of the corporation, whenever in the exercise of its discretion it
may deem such declaration advisable. Such dividends may be paid in
cash, property, or shares of the corporation.
-16-
ARTICLE
IX
SEAL
The Board
of Directors may provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the corporation and the state of
incorporation and the words "Corporate Seal". It may be affixed in
such manner and on such occasion as deemed advisable by the Board of
Directors.
-17-
ARTICLE
X
WAIVER
OF NOTICE
Whenever
any notice is required to be given to any shareholder or director of the
corporation under the provisions of these Bylaws or under the provisions of the
Articles of Incorporation or under the provisions of the Act pursuant to
Sections 706, 823, and other Sections of the Act, then a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE
XI
RESTRICTIONS
ON TRANSFERS OF SHARES
No
Shareholder shall have the right or power to pledge, sell or otherwise dispose
of or encumber any shares of stock in this corporation without prior approval of
the Board of Directors or without first offering such shares for sale to the
corporation. Such offer shall be made in writing, signed by the
shareholder, and mailed or delivered to the corporation at its principal place
of business, and may be accepted by the corporation at any time within thirty
(30) days from the date of mailing or delivery.
In the
event the corporation fails to purchase said stock within the thirty-day period,
then the other stockholders of record, at the time thereof, shall have the right
to purchase said stock on the same terms and conditions as those available to
the corporation, and may elect to so purchase within thirty (30) days after the
expiration of the first thirty-day period. Should less than all of
the remaining shareholders desire to exercise their right of purchase, those so
desiring shall be allowed to purchase all of the selling shareholder's stock so
offered for sale in the proportion that the total shares then owned by each
respective buyer bears to the total number of shares of all such
buyers. On expiration of the second thirty-day period, any such stock
not so disposed of may be sold or disposed of by the selling shareholder upon
such terms and conditions as he or she shall select, except that said
shareholder may not sell or dispose of his stock to third parties upon terms and
conditions more favorable than first offered to the corporation and other
shareholders under this Article.
-18-
This
provision shall also be binding upon any executor, administrator, or other
personal representative of any shareholder in case of the sale or pledge of any
share or shares of such stock by such executor, administrator, or other legal
representative, and reference to this provision shall be embodied in writing,
printed or stamped upon each certificate of stock and this provision shall be
part thereof, whether such stock was acquired by will or otherwise.
The
shareholders may, by agreement, establish other conditions, limitations, or
requirements relating to the sale and/or transfer of shares.
ARTICLE
XII
AMENDMENTS
The
corporation's Articles of Incorporation may be amended, altered, repealed, or
added to according to the provisions of Part 10 of the Act. These
Bylaws may be amended, altered, repealed or added to by the affirmative vote of
the holders of a majority of the shares entitled to vote in the election of any
director at an annual meeting or at a special meeting called for that purpose,
provided that a written notice of such meeting shall have been sent to each
shareholder as required by these Bylaws, which notice shall state the
amendments, alterations, additions or other changes which are proposed to be
made in such Bylaws. Only such changes shall be made as have been
specified in the notice. The Bylaws may also be altered, amended,
repealed or new Bylaws adopted by majority of the entire Board of Directors at a
regular or special meeting of the board. However, any Bylaws adopted
by the board may be altered, amended or repealed by the
shareholders.
-19-
DATED
this ____ day of March, 1998.
|
|
BOARD
OF DIRECTORS:
|
|
|
|
|
|
|
|
W.W.
Kirton, III
|
|
|
|
|
|
|
|
D.
Lynn Bigelow
|
-20-