Attached files
BYLAWS
OF
Hemmes
Jets, Inc.
(A
NEVADA CORPORATION)
ARTICLE
I
OFFICES
Section
1. PRINCIPAL OFFICES. The Board of Directors shall fix the
location
of the principal executive office of the corporation at any place within or
outside the State of Nevada. If the principal executive office is
located
outside this state, and the corporation has one or more business offices
in this state, the Board of Directors shall fix and designate a principal
business office in the State of Nevada.
Section
2. OTHER OFFICES. The Board of Directors may at any time
establish
branch or subordinate offices at any place or places where the corporation
is qualified to do business.
ARTICLE
II
MEETING
OF SHAREHOLDERS
Section
1. PLACE OF MEETINGS. Meetings of shareholders shall be
held at any
place within or outside the State of Nevada designated by the Board of
Directors. In
the absence of any such designation, shareholders’ meetings shall be
held at the principal executive office of the corporation.
Section
2. ANNUAL MEETING. The annual meeting of the shareholders
shall be
held on the 2nd
Monday of January in each year at 10:00 a.m. However, if this
day falls on a legal holiday, then the meeting shall be held at the
same time
and place on the next succeeding full business day. At this
meeting,
directors shall be elected, and any other proper business may be transacted. The
meeting shall be held at a location set by the Board of Directors.
Section
3. SPECIAL MEETING. A special meeting of the shareholders
may be called
at any time by the Board of Directors, or by the chairman of the board, or
by the president, or by one or more shareholders holding shares in the
aggregate entitled to cause not less than ten percent (10%) of the votes
at that
meeting.
If a
special meeting is called by any person or persons other than the Board of
Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the chairman of the board,
the
president, any vice president, or the secretary of the
corporation. The officer
receiving the request shall cause notice to be promptly given to the
shareholders
entitled to vote, in accordance with the provisions of Section 4 and 5 of
this Article II, that a meeting will be held at the time requested by the
person or persons calling the meeting, not less than ten (10) nor
more than
thirty (30) days after the receipt of the request. If the notice is
not given
with five (5) days after receipt of the request, the person or persons
requesting
the meeting may give the notice. Nothing contained in this
paragraph
of this Section 3 shall be construed as limiting, fixing or affecting
the time when a meeting of shareholders called by action of the Board of
Directors may be held.
Section
4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of
meetings of
shareholders shall be sent or otherwise given in accordance with Section 5
of this
Article II not less than ten (10) nor more than thirty (30) days before
the date of the meeting. The notice shall specify the place, date and
hour of
the meeting, those matters which the Board of Directors, at the time
of giving
the notice, intends to present for action by the
shareholders. The notice of
any meeting at which directors are to be elected shall include the name of
any nominee or nominees whom, at the time of the notice, management intends
to present for election.
Section
5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of
any meeting
of shareholders shall be given either personally or by first
class mail or
telegraphic or other written communication, charges prepaid, addressed
to the shareholder at the address of that shareholder appearing on the books
of the corporation or given by the shareholder to the corporation for the
purpose of notice. If no such address appears on the corporations’
books or
is given, notice shall be deemed to have been given if sent to that shareholder
by first class mail or telegraphic or other written communication to the
corporation’s principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located. Notice
shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.
-1-
If any
notice addressed to a shareholder at the address of that shareholder
appearing on the books of the corporation is returned to the corporation
by the United States Postal Service marked to indicate that the United
States Postal Service is unable to deliver the notice to the shareholder
at that address, all future notices or reports shall be deemed to have been
duly given without further mailing if these shall be available to the
shareholder on written demand of the shareholder at the principal executive
office of the corporation for a period of one year from the date of the
giving of the notice.
An
affidavit of the mailing or other means of giving any notice of any shareholders’
meeting shall be executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, and shall be filed and
maintained in the minute book of the corporation.
Section
6. QUORUM. The presence in person or by proxy of the
holders of a
majority of the shares entitled to vote at any meeting of shareholders
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, if any action taken (other
than
adjournment) is approved by at least a majority of the shares required
to
constitute a quorum.
Section
7. ADJOURNED MEETING; NOTICE. Any shareholders’ meeting,
annual or
special, whether or not a quorum is present, may be adjourned from time to
time by the vote of the majority of the shares represented at that meeting,
either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at that meeting, except as provided in Section 6
of this Article II.
When any
meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given at the adjourned meeting
if the
time and place are announced at a meeting at which the adjournment is
taken,
unless a new record date for the adjourned meeting is fixed, or unless
the
adjournment is for more than forty-five (45) days from the date set for
the
original meeting. Notice of any such adjourned meeting shall be given
to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 4 and 5 of this Article II. At
any
adjourned meeting the corporation may transact any business which might
have been
transacted at the original meeting.
Section
8. VOTING. The shareholders entitled to vote at any
meeting of shareholders
shall be determined in accordance with the provisions of Section 11 of
this Article II. The shareholders’ vote may be by voice vote or by
ballot;
provided, however, that any election for directors must be by ballot
if
demanded by any shareholder before the voting has begun. On any matter
other
than elections of directors, any shareholder may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote
them against the proposal, but if the shareholder fails to specify the
number of shares which the shareholder is voting affirmatively, it
will be
conclusively presumed that the shareholder’s approving vote is with respect
to all shares that the shareholder is entitled to vote. If a quorum is
present, the affirmative vote of the majority of the shares represented at
the
meeting and entitled to vote on any matter shall be the act of the shareholders,
unless the vote of a greater number of voting by classes is required
by law or by the Articles of Incorporation. At a
shareholders’ meeting at which directors are to be elected, no shareholder
shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of the shareholder’s
shares). The candidates receiving the highest number of votes,
up to the
number of directors to be elected, shall be elected.
Section
9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions
of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy, and if, either before or after the meeting,
each person entitled to vote, who was not present in person or by proxy,
signs a written waiver of notice or a consent to a holding of the meeting
or an approval of the minutes. The waiver of notice or consent need
not
specify either the business to be transacted or the purpose of any annual
or
special meeting of shareholders, except that if action is taken or proposed
to be taken for approval of any of those matters specified in the second
paragraph of Section 4 of this Article II, the waiver of notice or consent
shall state the general nature of the proposal. All such waivers,
consents,
or approvals shall be filed with the corporate records or made a part of
the minutes of the meeting.
Attendance
by a person at a meeting shall also constitute a waiver of notice of
that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully
called or convened, and except that attendance at a meeting is not a
waiver of
any right to object to the consideration of matters not included in the
notice of the meeting if that objection is expressly made at the
meeting.
Section
10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING.
Any
action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken is signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take that action at a meeting at which all shares entitled to vote
on that action were present and voted.
-2-
In the
case of election of director, such a consent shall be effective only if signed
by the holders of all outstanding shares entitled to vote for the election of
directors; provided however, that a director may be elected at any time to fill
a vacancy on the Board of Directors that has not been filled by the director, by
the written consent of the holders of a majority of the outstanding shares
entitled to vote for the election of directors. All such consents
shall be filed with the secretary of the corporation and shall be maintained in
the corporate records. Any shareholder giving a written consent, or
the shareholder’s proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the
secretary.
Section
11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For
purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the Board of Directors may fix, in advance, a record date, which
shall not be more than thirty (30) days nor less than ten (10) days before
the date of any such action without a meeting, and in this event only
shareholders
of record on the date so fixed are entitled to notice and to vote or
to give consents, as the date may be, notwithstanding any transfer of
shares on
the books of the corporation after the record date, except as otherwise
provided by Nevada law.
If the
Board of Directors does not so fix a record date:
(a) The
record date for determining shareholders entitled to a notice of
to vote at a meeting of shareholders shall be at the close of business
on the business day next preceding the day on which notice is given or, if
notice is waived, at the close if business on the business day next preceding
the day on which the meeting is held.
(b) The
record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, (i) when no prior action by
the Board has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action of the Board has been taken,
shall be at the close of business on the day on which then Board accepts
the resolution relating to that action, or the thirtieth (30th) day
before
the date of such other action, whenever is later.
Section
12. PROXIES. Every person entitled to vote for
directors or on any
other matter shall have the right to do so either in person or by one
or more
agents authorized by a written proxy signed by the person and filed with the
secretary of the corporation. A proxy shall be deemed signed if the
shareholder’s
name is placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission, or otherwise) by the shareholder or the
shareholder’s attorney in fact. A validly executed proxy which does
not state
that it is irrevocable shall continue in full force and effect unless
(i)
revoked by the person executing it, before the vote pursuant to that
proxy, by
a writing delivered to the corporation stating that attendance at the
meeting and voting in person by, the person executing the proxy; or (ii)
written
notice of the death or incapacity of the maker of the proxy is received
by the corporation before the vote pursuant to that proxy is counted;
provided, however, that no proxy shall be valid after the expiration
of eleven
(11) months from the date of the proxy, unless otherwise provided in the
proxy. The revocability of a proxy that states on its face is
irrevocable
shall be governed by the provisions of the Corporations Law of the State
of Nevada.
Section
13. INSPECTORS OF ELECTION. Before any meeting of
shareholders,
the Board of Directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment. If
no inspectors of election are so appointed, the chairman of the
meeting may, and on the request of any shareholder or shareholder’s proxy
shall,
appoint inspectors of election at the meeting. The number of
inspectors
shall be either one (1) or three (3). If inspectors are appointed
at a
meeting on the request of one or more shareholders or proxies, the holders
of a majority of shares or their proxies present at the meeting
shall determine
whether one (1) or three (3) inspectors are to be appointed. If
any
person appointed as inspector fails to appear or fails or refuses to act,
the
chairman of the meeting may, and upon the request of any shareholder or a
shareholder’s
proxy shall, appoint a person to fill that vacancy.
These
inspectors shall:
a) Determine
the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;
(b) Receive
votes, ballots, or consents;
(c) Hear
and determine all challenges and questions in any way arising in connection with
the right to vote;
(d) Count
and tabulate all votes or consents;
-3-
(e) Determine
when the polls shall close;
(f) Determine
the result; and
(g) Do
any other acts that may be proper to conduct the election or vote with
fairness to all shareholders.
ARTICLE
III
DIRECTORS
Section
1. POWERS. Subject to the provisions of Nevada
General Corporation
Law and any limitations in the Articles of Incorporation and these
By-Laws relating to action required to be approved by the shareholders
or by the
outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of the Board of Directors.
Section
2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The authorized
number of directors shall be not less than one (1) and more than nine (9) until
changed by a duly adopted amendment to the Articles of Incorporation or by an
amendment to this By-Law adopted by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote.
Section
3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors
shall be
elected at each annual meeting of the shareholders to hold office until
the next
annual meeting. Each director, including a director elected to fill
a
vacancy, shall hold office until the expiration of the term for which
elected
and until a successor has been elected and qualified.
Section
4. VACANCIES. Vacancies in the Board of Directors may be
filled by
a majority of the remaining directors, though less than a quorum, or by a
sole remaining director, except that a vacancy created by the removal
of a
director by the vote or written consent of the shareholders or by court
order may
be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by
the
written consent of holders of a majority of the outstanding shares entitled
to vote. Each director so elected shall hold office until the
next annual
meeting of the shareholders and until a successor has been elected and
qualified.
A vacancy
or vacancies in the Board of Directors shall be deemed to exist in the event of
the death, resignation, or removal of any director, or if the Board of Directors
by resolution declares vacant the office of a director who has been declared of
unsound mind by an order of the court or convicted of a felony, or if the
authorized number of directors is increased, or if the shareholders fail, at any
meeting of shareholders at which any director or directors are elected, to elect
the number of directors to be voted for at that meeting.
The
shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors, but any such election
by
written consent shall require the consent of a majority of the outstanding
shares
entitled to vote.
Any
director may resign effective on giving written notice to the chairman
of the board, the president, the secretary, or the board of directors,
unless the notice specifies a later time for that resignation to become
effective. If the resignation of a director is effective at a future
time, the
Board of Directors may elect a successor to take office when the resignation
becomes effective. No
reduction of the authorized number of directors shall have the effect
of
removing any director before that director’s term of office expires.
Section
5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular
meetings
of the Board of Directors may be held at any place within or outside
the State
of Nevada that has been designated from time to time by resolution of
the
Board. In the absence of such a designation, regular meetings shall
be held at
the principal executive offices of the corporation. Special meetings
of the
Board shall be held at any place within or outside the State of Nevada
that has
been designated in the notice of the meeting or, if not stated in the
notice or there is not notice, at the principal executive office of the
corporation. Any
meeting, regular or special, may be held by conference telephone
or similar communication equipment, so long as all directors participating
in the meeting can hear one another, and all such directors shall be
deemed to be present in person at the meeting.
Section
6. ANNUAL MEETING. Immediately following each annual
meeting of
shareholders, the Board of Director shall hold a regular meeting for the
purpose
of organization, any desired election of officers, and the transaction
of other business. Notice of this meeting shall not be
required.
-4-
Section
7. OTHER REGULAR MEETINGS. Other regular meetings of the
Board of
Directors shall be held without call at such time as shall, from time to
time, be
fixed by the Board of Directors. Such regular meetings may be held
without
notice.
Section
8. SPECIAL MEETINGS. Special meetings of the Board of
Directors
for any purpose or purposes may be called at any time by the chairman
of the Board or the president or any vice president or the secretary
or any
two directors.
Notice of
the time and place of special meetings shall be delivered personally
or by telephone to each director or sent by first class mail or telegram,
charges prepaid, addressed to each director at that director’s address
as it is shown on the records of the corporation. In case the notice
is
mailed, it shall be deposited in the United States mail at least four (4)
days
before the time of the holding of the meeting. In case the notice is
delivered
personally, or by telephone or telegram, it shall be delivered personally
or by telephone or to the telegraph company at least forty-eight (48)
hours before the time of the holding of the meeting. Any oral notice
given
personally or by telephone may be communicated either to the director
or to a
person at the office of the director who the person giving the notice
has
reason to believe will promptly communicate it to the director. The
notice
need not specify the purpose of the meeting nor the place if the meeting
is to be held at the principal executive office of the corporation.
Section
9. QUORUM. A majority of the authorized number of
directors shall
constitute a quorum for the transaction of business, except to adjourn
as
provided in Section 11 of this Article III. Every act or decision
done or made
by a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board of Directors. A
meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.
Section
10. WAIVER OF NOTICE. The transactions of any meeting of
the Board of
Director, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a
quorum is
present and if, either before or after the meeting, each of the directors
not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes. The waiver of notice or
consent need not
specify the purpose of the meeting. All such waivers, consents, and
approvals
shall be filed with the corporate records or made a part of the minutes
of the meeting. Notice of a meeting shall also be deemed given to
any
director who attends the meeting without protesting before or at its
commencement,
the lack of notice of that director.
Section
11. ADJOURNMENT. A majority of the directors present,
whether or not
constituting a quorum, may adjourn any meeting to another time and place.
Section
12. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding
an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four (24) hours, in which case notice of the time and
place shall be given before the time of the adjourned meeting, in the
manner specified in Section 8 of this Article III, to the directors who
were not
present at the time of the adjournment.
Section
13. ACTION WITHOUT MEETING. Any action required or
permitted to be
taken by the Board of Directors may be taken without a meeting, if all
members
of the Board shall individually or collectively consent in writing to
that
action. Such action by written consent shall have the same force and
effect as
a unanimous vote of the Board of Directors. Such written consent
or
consents shall be filed with the minutes of the proceedings of the
Board.
Section
14. FEES AND COMPENSATION OF DIRECTORS. Directors and
members of
committees may receive such compensation , if any, for their services, and
such
reimbursement of expenses, as may be fixed or determined by resolution
of the
Board of Directors. This Section 14 shall not be construed to
preclude
any director from serving the corporation in any other capacity as an
officer, agent, employee, or otherwise, and receiving compensation for
those
services.
ARTICLE
IV
COMMITTEES
Section
1. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution
adopted by a majority of the authorized number of directors, designate
one or more committees, each consisting of two or more directors, to serve
at the pleasure of the Board. The Board may designate one or more
directors
as alternate members of any committee, who may replace any absent member at
any meeting of the committee. Any committee, to the extent
provided
in the resolution of the Board, shall have all the authority of the Board,
except with respect to:
(a) the
approval of any action which, under the General Corporation Law of
Nevada also requires shareholders’ approval or approval of the outstanding
shares;
(b) the
approval of any action which, under the General Corporation law of
Nevada also requires shareholders’ approval or approval of the outstanding
shares;
-5-
(c) the
appointment of any other committees of the Board of Directors or the
members of these committees.
Section
2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees
shall be governed by, and held and taken in accordance with, the provisions
of Article III of these By-Laws, Section 5 (place of meetings), 7 (regular
meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of
notice), 11 (adjournment), 12 (notice of adjournment), 13 (action without
meeting),
with such changes in the context of those By-Laws to substitute the committee
and its members for the Board of Directors and its members, except that the
time of regular meetings of committees may be determined either by resolution
of the Board of Directors or by resolution of the committee; special
meetings of committees may also be called by resolution of the Board
of
Directors; and notice of special meetings of committees shall also be
given to
all alternate members, who shall have the right to attend all meetings
of the committee. The Board of Directors may adopt rules for the
government
of any committee not inconsistent with the provisions of these By-Laws.
ARTICLE
V
OFFICERS
Section
1. OFFICERS. The officers of the corporation shall be a
president,
a secretary, and a chief financial officer. The corporation may
also
have, at the discretion of the Board, one or more vice presidents, one
or more
assistant secretaries, one or more assistant treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3
of this Article V. Any member of officers may be held by the same
person.
Section
2. ELECTION OF OFFICERS. The officers of the corporation,
except
such officers as may be appointed in accordance with the provisions of
Section 3
or Section 5 of this Article V, shall be chosen by the Board of Directors,
and each shall serve at the pleasure of the Board, subject to the rights,
if any, of any officer under the contract of employment.
Section
3. SUBORDINATE OFFICERS. The Board of Directors may
appoint, and may
empower the president to appoint, such other officers as the business
of the
corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the By-Laws
or as the Board of Directors may, from time to time, determine.
Section
4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any,
of any officer under any contract or employment, any officer may be removed,
either with or without cause, by the Board, or, except in case of an
officer
chosen by the Board of Directors, by an officer upon whom such power
of
removal may be conferred by the Board of Directors. Any
officer may resign at any time by giving written notice to the corporation. Any
resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice
to the
rights, if any, of the corporation under any contract to which the officer
is a party.
Section
5. VACANCIES IN OFFICERS. A vacancy in any officer because
of death,
resignation, removal disqualification or any other cause shall be filled in
the manner prescribed in these By-Laws for regular appointments to that
officer.
Section
6. CHAIRMAN OF THE BOARD. The chairman of the board, if
such an
officer be elected, shall, if present, preside at meetings of the Board of
Directors
and exercise and perform such other powers and duties as may be, from time
to time, assigned to him by the Board of Directors or prescribed by the
By-Laws. If there is no president, the chairman of the board shall in
addition
be the chief executive officer of the corporation and shall have the
powers
and duties prescribed in Section 7 of this Article V.
Section
7. PRESIDENT. Subject to such supervisory powers, if any,
as may be
given by the Board of Directors to the chairman of the board, if there
be such
an officer, the president shall be the chief executive officer of the
corporation
and shall, subject to the control of the Board of Directors, have general
supervision, direction, and control of the business and the officers
of the
corporation. He shall preside at all meetings of the shareholders
and, in
the absence of the chairman of the board, or if there be none, at all
meetings
of the Board of Directors. He shall have the general powers and
duties of
management usually vested in the office of president of a corporation,
and shall have such other powers and duties as may be prescribed by the
Board of Directors or the By-Laws.
Section
8. VICE PRESIDENTS. In the absence of disability of the
president,
the vice presidents, if any, in order of their rank as fixed
by the Board
of Directors or, if not ranked, a vice president designated by the Board of
Directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions
upon, the president. The vice presidents shall have such other
powers
and perform such other duties as, from time to time, may be prescribed
for them
respectively by the Board of Directors or the By-Laws, and the president,
or the chairman of the board.
-6-
Section
9. SECRETARY. The secretary shall keep or cause to be
kept, at the
principal executive office or such other place as the Board of Directors
may
direct, a book of minutes of all meetings and actions of directors, committees
of directors, and shareholders, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice
given, the names of those presented at directors’ meetings or committee
meetings,
the number of shares presented or represented a shareholder’s meetings,
and the proceedings.
The
secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation’s transfer agent or registrar,
as determined by resolution of the Board of Directors, a share register,
or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the
number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered for cancellation.
The
secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors required by the By-Laws or by law to
be given, and he shall keep the seal of the corporation if one be adopted, in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the By-Laws.
Section
10. CHIEF FINANCIAL OFFICER. The chief financial officer
shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements,
gains, losses, capital, retained earning, and shares. The
books of
account shall at all reasonable times be open to inspection by any director.
The Chief
Financial Officer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositories as may be
designate by the Board of Directors. He shall disburse the funds of
the
corporation as may be ordered by the Board of Directors, shall render to
the
president and directors, whenever they request it, an account of all if
his
transactions as chief financial officer and the financial condition of
the
corporation, and shall have other powers and perform such other duties as
may be
prescribed by the Board of Directors or the By-Laws.
ARTICLE
VI
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS
The
corporation shall, to the maximum extent permitted by the Nevada General
Corporation Law, indemnify each of its agents against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact any such
person is or was an agent of the corporation. For purposes of this
Section,
an “agent” of the corporation includes 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,
or was a director, officer, employee, or agent of a corporation which was
a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation.
ARTICLE
VII
RECORDS
AND REPORTS
Section
1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation
shall keep at its principal executive office, or at the office of its
transfer agent or registrar, if either be appointed and as determined by
resolution
of the Board of Directors, a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of shares
held by each shareholder.
A
shareholder or shareholders of the corporation holding at least five
percent
(5%) in the aggregate of the outstanding voting shares of the corporation
may (i) inspect and copy the records of shareholders’ names and addresses
and shareholdings during usual business hours on five days prior written
demand on the corporation, and (ii) obtain from the transfer agent of
the
corporation on written demand and on the tender of such transfer agent’s
usual
charges for such list, a list of the shareholders’ names and addresses,
who are
entitled to vote for the election of directors, and their shareholdings,
as of the most recent record date for which that list has been compiled
or as of a date specified by the shareholder after the date of demand. This
list shall be made available to any such shareholder by the transfer
agent on or before the later of five (5) days after the demand is received
or the date specified in the demand as the date as of which the list
is to be
compiled. The record of shareholders shall also be open to
inspection
on the written demand of any shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose reasonably
related to the holder’s interests as a shareholder or as the holder of
a voting trust certificate. Any inspection and copying under this
Section 1
may be made in person or by an agent or attorney of the shareholder or holder
of a voting trust certificate making the demand.
-7-
Section
2. MAINTENANCE AND INSPECTION OF BY-LAWS. The corporation
shall
keep at its principal executive office, or if its principal executive
office is
not in the State of Nevada, at its principal business office in this
state,
the original or a copy of the By-Laws as amended to date, which shall
be open
to inspection by the shareholders at all reasonable times during office
hours. If the principal executive office of the corporation is
outside
the State of Nevada and the corporation has no principal business office in
this state, the Secretary shall, upon the written request of any shareholder,
furnish to that shareholder a copy of the By-Laws as amended to date.
Section
3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE
RECORDS. The accounting
books and records and minutes of proceedings of the shareholders and the
Board of Directors shall be kept at such place or places designated by the
Board of Directors, or, in the absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in
written
form and the accounting books and records shall be kept either in written
form or in any other form capable of being converted into written form. The
minutes and accounting books and records shall be open to inspection
upon the written demand of any shareholder or holder of a voting trust
certificate, at any reasonable time during usual business hours, for a
purpose
reasonably related to the holder’s interests as a shareholder or as the
holder of a voting trust certificate. The inspection may be made in
person or
by an agent or attorney, and shall extend to the records of each subsidiary
corporation of the corporation.
Section
4. INSPECTION BY DIRECTORS. Every director shall have the
absolute
right at any reasonable time to inspect all books, records, and documents
of every kind and the physical properties of the corporation and each of
its subsidiary corporations. This inspection by a director may be
made in
person or by an agent or attorney and the right of inspection includes
the right to copy and make extracts of documents.
Section
5. ANNUAL REPORT TO SHAREHOLDERS. The Board of Directors
shall cause an
annual report to be sent to the shareholders not later than one hundred
twenty (120) days after the close of the fiscal year adopted by the corporation. This
report shall be sent at least fifteen (15) days before the annual
meeting of shareholders to be held during the next fiscal year and in
the
manner specified in Section 5 of Article II of these By-Laws for giving
notice to
shareholders of the corporation. The annual report shall contain a
balance
sheet as of the end of the fiscal year and an income statement and a
statement
of changes in financial position for the fiscal year, accompanied by any
report of independent accountants or, if there is no such report, the
certificate
of an authorized officer of the corporation that the statements were
prepared without audit from the books and records of the
corporation.
Section
6. FINANCIAL STATEMENTS. A copy of any annual financial
statement
and any income statement of the corporation for each quarterly period of
each fiscal year, and any accompanying balance sheet of the corporation
as of the end of each such period, that has been prepared by the corporation
shall be kept on file in the principal executive office of the corporation
for twelve (12) months and each such statement shall be exhibited at all
reasonable times to any shareholder demanding an examination of any such
statement or a copy shall be mailed to any such shareholder.
If a
shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three month, six month, or nine month period of the then current fiscal year
ended more than thirty (30) days after the receipt of the request, and a balance
sheet of the corporation as of the end of that period the chief financial
officer shall cause that statement to be prepared, if not already prepared, and
shall deliver personally or mail that statement or statements to the person
making the request within thirty (30) days after the receipt of the
request. If the corporation has not sent the shareholders its annual
report for the last fiscal year, this report shall likewise be delivered or
mailed to the shareholder or shareholders within thirty (30) days after the
request.
The
corporation shall also, on the written request of any shareholder, mail to
the shareholder a copy of the last annual, semi-annual, or quarterly
income
statement which it has prepared, and a balance sheet as of the end of
that
period. The
quarterly income statements and balance sheets referred to in this section
shall be accompanied by the report, if any, of any independent accountant
engaged by the corporation or the certificate of an authorized officer
of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.
ARTICLE
VIII
GENERAL
CORPORATE MATTERS
Section
1. RECORD DATES FOR PURPOSES OTHER THAN NOTICE AND
VOTING. For purposes
of determining the shareholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or entitled to exercise
any rights in respect of any other lawful action (other than action by
shareholders by written consent without a meeting), the Board of Directors
may fix,
in advance, a record date, which shall not be more than sixty (60) days
before any such action, and in that case only shareholders of record on
the date
so fixed are entitled to receive the dividend, distribution, or allotment
of rights or to exercise the rights, as the case may be, notwithstanding
any transfer of any shares on the books of the corporation after the
record date so fixed, except as otherwise provided in the
Nevada
Corporation Law.
-8-
If the
Board of Directors does not so fix a record date, the record date for
determining shareholders for any such purpose shall be at the close of
business
on the day on which the Board adopts the applicable resolution or the
sixtieth (60th) day
before the date of that action, whichever is later.
Section
2. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All
checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued in the name of or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner
as, from time to time, shall be determined by resolution of the Board of
Directors.
Section
3. CORPORATE CONTRACTS AND INSTRUMENTS EXECUTED. The
By-Laws, may
authorize an officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation,
and this authority may be general or confined to specific instances;
and, unless so authorized or ratified by the Board of Directors or within
the agency power of an officer, no officer, agent, or employee shall
have any
power or authority to bind the corporation by any contract or engagement
or to pledge its credit or to render it liable for any purpose or for any
amount, except as to those contracts or agreements entered into by the
president on behalf of the corporation.
Section
4. CERTIFICATES FOR SHARES. A certificate or certificates for shares
of the capital stock of the corporation shall be issued to each shareholder when
any of these shares are fully paid, and the Board of Directors may authorize the
issuance of certificates or shares as partly paid provided that these
certificates shall state the amount of the consideration to be paid for them and
the amount paid. All certificates shall be signed in the name of the
corporation by the chairman of the board or vice chairman of the board or the
president or treasurer or the secretary or any assistant secretary, certifying
the number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed on a certificate shall have
ceased to be that officer, transfer agent, or registrar before that certificate
is issued, it may be issued by the corporation with the same effect as if that
person were an officer, transfer agent, or registrar at the date of
issue.
Section
5. LOST CERTIFICATES. Except as provided in this Section
5, no new
certificates for shares shall be issued to replace an old certificate
unless
the latter is surrendered to the corporation and cancelled at the same
time. The
Board of Directors may, in case any share certificate or certificates
for any other security is lost, stolen, or destroyed, authorize the
issuance of a replacement certificate on such terms and conditions as the
Board may
require, including provision for indemnification of the corporation secured
by a bond or other adequate security sufficient to protect the corporation
against any claim that may be made against it, including any expense
or liability, on account of the alleged loss, theft, or destruction of the
certificate or the issuance of the replacement certificate.
Section
6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
chairman
of the board, the president, or any vice president, or any other person
authorized by resolution of the Board of Directors or by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation
any and all shares of any other corporation or corporations, foreign
or domestic, standing in the name of the corporation. The authority
granted
to these officers to vote or represent on behalf of the corporation any and
all shares held by the corporation in any other corporation or corporations
may be exercised by any of these officers in person or by any person
authorized to do so by a proxy duly executed by these officers.
Section
7. CONSTRUCTION AND DEFINITIONS. Unless the context
requires otherwise,
the general provisions, rules of construction, and definitions in the
Nevada General Corporation Law shall govern the construction of these
By-Laws. Without
limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular, and the term “person”
includes both a corporation and a natural person.
ARTICLE
IX
AMENDMENTS
Section
1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be adopted
or these By-Laws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the corporation set forth the
number of authorized directors of the corporation, the authorized number of
directors may be changed only by an amendment of the Articles of
Incorporation.
Section
2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders
as provided in Section 1 of this Article IX, By-Laws, other than a By-Law
or an amendment of a By-Law changing the authorized number of directors,
may be adopted, amended, or repealed by the Board of Directors.
-9-