Attached files
file | filename |
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S-1 - FORM S-1 - Hartford Great Health Corp. | photoamigo_s1.htm |
EX-3.1 - EXHIBIT 3.1 - Hartford Great Health Corp. | photo_ex3x1.htm |
EX-5.1 - EXHIBIT 5.1 - Hartford Great Health Corp. | photoamigo_ex5x1.htm |
EX-23.1 - EXHIBIT 23.1 - Hartford Great Health Corp. | photoamigo_ex23x1.htm |
Exhibit 3.2
OF
1
BYLAWS
OF
PHOTOAMIGO,
INC.
a
Nevada corporation
April
4, 2008
TABLE
OF CONTENTS
ARTICLE I – Offices | 1 | ||
ARTICLE II – Shareholders | 1 | ||
Section 1. | Annual Meeting | 1 | |
Section 2 | Special Meetings | 1 | |
Section 3. | Place of Meeting | 2 | |
Section 4. | Notice of Meeting | 2 | |
Section 5. | Fixing of Record Date | 3 | |
Section 6. | Voting Lists | 3 | |
Section 7. | Recognition Procedure for Beneficial Owners | 4 | |
Section 8. | Quorum and Manner of Acting | 4 | |
Section 9. | Proxies | 5 | |
Section 10. | Voting of Shares | 6 | |
Section 11. | Corporation’s Acceptance of Votes | 6 | |
Section 12. | Informal Action by Shareholders | 7 | |
Section 13. | Meetings by Telecommunication | 8 |
ARTICLE III – Board of Directors | 8 | ||
Section 1. | General Powers | 8 | |
Section 2 | Number, Qualifications and Tenure | 8 | |
Section 3. | Vacancies | 8 | |
Section 4. | Regular Meetings | 9 | |
Section 5. | Special Meetings | 9 | |
Section 6. | Notice | 9 | |
Section 7. | Quorum | 10 | |
Section 8. | Manner of Acting | 10 | |
Section 9. | Compensation | 10 | |
Section 10. | Presumption of Assent | 10 | |
Section 11. | Committees | 10 | |
Section 12. | Informal Action by Directors | 11 | |
Section 13. | Telephonic Meetings | 11 | |
Section 14. | Standard of Care | 11 |
ARTICLE IV – Officers and Agents | 12 | ||
Section 1. | General | 12 | |
Section 2 | Appointment and Term of Office | 12 | |
Section 3. | Resignation and Removal | 12 | |
Section 4. | Vacancies | 12 | |
Section 5. | President | 13 | |
Section 6. | Vice Presidents | 13 | |
Section 7. | Secretary | 13 | |
Section 8. | Treasurer | 14 |
BYLAWS
OF
PHOTOAMIGO,
INC.
ARTICLE
I
Offices
The principal office of the corporation
shall be designated from time to time by the corporation and may be within or
outside of Nevada.
The corporation may have such other
offices, either within or outside Nevada, as the board of directors may
designate or as the business of the corporation may require from time to
time.
The registered office of the
corporation required by the Nevada General Corporation Law to be maintained in
Nevada may be, but need not be, identical with the principal office, and the
address of the registered office may be changed from time to time by the board
of directors.
ARTICLE
II
Shareholders
Section
1. Annual Meeting. The annual
meeting of the shareholders shall be held each year on a date and at a time
fixed by the board of directors of the corporation (or by the president in the
absence of action by the board of directors), beginning with the year 2009, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the election of directors is not held on the
day fixed as provided herein for any annual meeting of the shareholders, or any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as it may
conveniently be held.
A shareholder may apply to the district
court in the county in Nevada where the corporation’s principal office is
located or, if the corporation has no principal office in Nevada, to the
district court of the county in which the corporation’s registered office is
located to seek an order that a shareholder meeting be held (i) if an annual
meeting was not held within six months after the close of the corporation’s most
recently ended fiscal year or fifteen months after its last annual meeting,
whichever is earlier, or (ii) if the shareholder participated in a proper call
of or proper demand for a special meeting and notice of the special meeting was
not given within thirty days after the date of the call or the date the last of
the demands necessary to require calling of the meeting was received by the
corporation pursuant to Nevada corporate law, or the special meeting was not
held in accordance with the notice.
Section
2. Special Meetings. Unless
otherwise prescribed by statute, special meetings of the shareholders may be
called for any purpose by the president or by the board of directors. The
president shall call a special meeting of the shareholders if the corporation
receives one or more written demands for the meeting, stating the purpose or
purposes for which it is to be held, signed and dated by holders of shares
representing at least ten percent of all the votes entitled to be cast on any
issue proposed to be considered at the meeting.
1
Section
3. Place of Meeting. The board of
directors may designate any place, either within or outside Nevada, as the place
for any annual meeting or any special meeting called by the board of directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or outside Nevada, as the place for such
meeting. If no designation is made, or if a special meeting is called other than
by the board, the place of meeting shall be the principal office of the
corporation.
Section
4. Notice of Meeting. Written
notice stating the place, date, and hour of the meeting shall be given not less
than ten nor more than sixty days before the date of the meeting, except that
(i) if the number of authorized shares is to be increased, at least thirty days’
notice shall be given, or (ii) any other longer notice period is required by the
Nevada General Corporation Law. The secretary shall be required to give such
notice only to shareholders entitled to vote at the meeting except as otherwise
required by the Nevada General Corporation Law.
Notice of a special meeting shall
include a description of the purpose or purposes of the meeting. Notice of an
annual meeting need not include a description of the purpose or purposes of the
meeting except the purpose or purposes shall be stated with respect to (i) an
amendment to the articles of incorporation of the corporation, (ii) a merger or
share exchange in which the corporation is a party and, with respect to a share
exchange, in which the corporation’s shares will be acquired, (iii) a sale,
lease, exchange or other disposition, other than in the usual and regular course
of business, of all or substantially all of the property of the corporation or
of another entity which this corporation controls, in each case with or without
the goodwill, (iv) a dissolution of the corporation, (v) restatement of the
articles of incorporation, or (vi) any other purpose for which a statement of
purpose is required by the Nevada General Corporation Law. Notice
shall be given personally or by mail, private carrier, telegraph, electronically
transmitted facsimile or other form of wire or wireless communication by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed and if in a comprehensible form, such notice shall be deemed to be given
and effective when deposited in the United States mail, properly addressed to
the shareholder at his address as it appears in the corporation’s current record
of shareholders, with first class postage prepaid. If notice is given other than
by mail, and provided that such notice is in a comprehensible form, the notice
is given and effective on the date actually received by the
shareholder.
If requested by the person or persons
lawfully calling such meeting, the secretary shall give notice thereof at
corporate expense. No notice need be sent to any shareholder if three successive
notices mailed to the last known address of such shareholder have been returned
as undeliverable until such time as another address for such shareholder is made
known to the corporation by such shareholder. In order to be entitled to receive
notice of any meeting, a shareholder shall advise the corporation in writing of
any change in such shareholder’s mailing address as shown on the corporation’s
books and records.
2
When a meeting is adjourned to another
date, time or place, notice need not be given of the new date, time or place if
the new date, time or place of such meeting is announced before adjournment at
the meeting at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which may have been transacted at the
original meeting. If the adjournment is for more than 120 days, or if a new
record date is fixed for the adjourned meeting, a new notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting as of the new record date.
A shareholder may waive notice of a
meeting before or after the time and date of the meeting by a writing signed by
such shareholder. Such waiver shall be delivered to the corporation for filing
with the corporate records, but this delivery and filing shall not be conditions
to the effectiveness of the waiver. Further, by attending a meeting either in
person or by proxy, a shareholder waives objection to lack of notice or
defective notice of the meeting unless the shareholder objects at the beginning
of the meeting to the holding of the meeting or the transaction of business at
the meeting because of lack of notice or defective notice. By attending the
meeting, the shareholder also waives any objection to consideration at the
meeting of a particular matter not within the purpose or purposes described in
the meeting notice unless the shareholder objects to considering the matter when
it is presented.
Section
5. Fixing of Record Date. For the
purpose of determining shareholders entitled to (i) notice of or vote at any
meeting of shareholders or any adjournment thereof, (ii) receive distributions
or share dividends, (iii) demand a special meeting, or (iv) make a determination
of shareholders for any other proper purpose, the board of directors may fix a
future date as the record date for any such determination of shareholders, such
date in any case to be not more than seventy days, and, in case of a meeting of
shareholders, not less than ten days, prior to the date on which the particular
action requiring such determination of shareholders is to be
taken. If no record date is fixed by the directors, the record date
shall be the day before the notice of the meeting is given to shareholders, or
the date on which the resolution of the board of directors providing for a
distribution is adopted, as the case may be. When a determination of
shareholders entitled to vote at any meeting of shareholders is made as provided
in this section, such determination shall apply to any adjournment thereof
unless the board of directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting. Unless otherwise specified when the record date is fixed, the
time of day for such determination shall be as of the corporation’s close of
business on the record date.
Notwithstanding the above, the record
date for determining the shareholders entitled to take action without a meeting
or entitled to be given notice of action so taken shall be the date a writing
upon which the action is taken is first received by the corporation. The record
date for determining shareholders entitled to demand a special meeting shall be
the date of the earliest of any of the demands pursuant to which the meeting is
called.
Section
6. Voting Lists. After a record
date is fixed for a shareholders’ meeting, the secretary shall make, at the
earlier of ten days before such meeting or two business days after notice of the
meeting has been given, a complete list of the shareholders entitled to be given
notice of such meeting or any adjournment thereof. The list shall be arranged by
voting groups and within each voting group by class or series of shares, shall
be in alphabetical order within each class or series, and shall show the address
of and the number of shares of each class or series held by each shareholder.
For the period beginning the earlier of ten days prior to the meeting or two
business days after notice of the meeting is given and continuing through the
meeting and any adjournment thereof, this list shall be kept on file at the
principal office of the corporation, or at a place (which shall be identified in
the notice) in the city where the meeting will be held. Such list shall be
available for inspection on written demand by any shareholder (including for the
purpose of this Section 6 any holder of voting trust certificates) or his agent
or attorney during regular business hours and during the period available for
inspection. The original stock transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.
3
Any shareholder, his agent or attorney
may copy the list during regular business hours and during the period it is
available for inspection, provided (i) the shareholder has been a shareholder
for at least three months immediately preceding the demand or holds at least
five percent of all outstanding shares of any class of shares as of the date of
the demand, (ii) the demand is made in good faith and for a purpose reasonably
related to the demanding shareholder’s interest as a shareholder, (iii) the
shareholder describes with reasonable particularity the purpose and the records
the shareholder desires to inspect, (iv) the records are directly connected with
the described purpose, and (v) the shareholder pays a reasonable charge covering
the costs of labor and material for such copies, not to exceed the estimated
cost of production and reproduction.
Section
7. Recognition Procedure for Beneficial
Owners. The board of directors may adopt by resolution a procedure
whereby a shareholder of the corporation may certify in writing to the
corporation that all or a portion of the shares registered in the name of such
shareholder are held for the account of a specified person or persons. The
resolution may set forth (i) the types of nominees to which it
applies, (ii) the rights or privileges that the corporation will recognize in a
beneficial owner, which may include rights and privileges other than voting,
(iii) the form of certification and the information to be contained therein,
(iv) if the certification is with respect to a record date, the time within
which the certification must be received by the corporation, (v) the period for
which the nominee’s use of the procedure is effective, and (vi) such other
provisions with respect to the procedure as the board deems necessary or
desirable. Upon receipt by the corporation of a certificate complying
with the procedure established by the board of directors, the persons specified
in the certification shall be deemed, for the purpose or purposes set forth in
the certification, to be the registered holders of the number of shares
specified in place of the shareholder making the certification.
Section
8. Quorum and Manner of Acting. A
majority of the votes entitled to be cast on a matter by a voting group
represented in person or by proxy, shall constitute a quorum of that voting
group for action on the matter. If less than a majority of such votes are
represented at a meeting, a majority of the votes so represented may adjourn the
meeting from time to time without further notice, for a period not to exceed 120
days for any one adjournment. If a quorum is present at such adjourned meeting,
any business may be transacted which might have been transacted at the meeting
as originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum, unless the meeting is
adjourned and a new record date is set for the adjourned meeting.
If a quorum exists, action on a matter
other than the election of directors by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes cast within
the voting group opposing the action, unless the vote of a greater number or
voting by classes is required by law or the articles of
incorporation.
4
Section
9. Proxies. At all meetings of
shareholders, a shareholder may vote by proxy by signing an appointment form or
similar writing, either personally or by his duly authorized attorney-in-fact. A
shareholder may also appoint a proxy by transmitting or authorizing the
transmission of a telegram, or other electronic transmission providing a written
statement of the appointment to the proxy, a proxy solicitor, proxy support
service organization, or other person duly authorized by the proxy to receive
appointments as agent for the proxy, or to the corporation. The transmitted
appointment shall set forth or be transmitted with written evidence from which
it can be determined that the shareholder transmitted or authorized the
transmission of the appointment. The proxy appointment form or similar writing
shall be filed with the secretary of the corporation before or at the time of
the meeting. The appointment of a proxy is effective when received by the
corporation and is valid for eleven months unless a different period is
expressly provided in the appointment form or similar writing.
Any complete copy, including an
electronically transmitted facsimile, of an appointment of a proxy may be
substituted for or used in lieu of the original appointment for any purpose for
which the original appointment could be used.
Revocation of a proxy does not affect
the right of the corporation to accept the proxy’s authority unless (i) the
corporation had notice that the appointment was coupled with an interest and
notice that such interest is extinguished is received by the secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his
authority under the appointment, or (ii) other notice of the revocation of the
appointment is received by the secretary or other officer or agent authorized to
tabulate votes before the proxy exercises his authority under the
appointment. Other notice of revocation may, in the discretion of the
corporation, be deemed to include the appearance at a shareholders’ meeting of
the shareholder who granted the proxy and his voting in person on any matter
subject to a vote at such meeting.
The death or incapacity of the
shareholder appointing a proxy does not affect the right of the corporation to
accept the proxy’s authority unless notice of the death or incapacity is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment.
The corporation shall not be required
to recognize an appointment made irrevocable if it has received a writing
revoking the appointment signed by the shareholder (including a shareholder who
is a successor to the shareholder who granted the proxy) either personally or by
his attorney-in-fact, notwithstanding that the revocation may be a breach of an
obligation of the shareholder to another person not to revoke the
appointment.
5
Subject to Section 11 and any express
limitation on the proxy’s authority appearing on the appointment form, the
corporation is entitled to accept the proxy’s vote or other action as that of
the shareholder making the appointment.
Section
10. Voting of Shares. Each
outstanding share, regardless of class, shall be entitled to one vote, except in
the election of directors, and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the articles of incorporation as
permitted by the Nevada Business Corporation Code. Cumulative voting shall not
be permitted in the election of directors or for any other purpose. Each record
holder of stock shall be entitled to vote in the election of directors and shall
have as many votes for each of the shares owned by him as there are directors to
be elected and for whose election he has the right to vote.
At each election of directors, that
number of candidates equaling the number of directors to be elected, having the
highest number of votes cast in favor of their election, shall be elected to the
board of directors.
Except as otherwise ordered by a court
of competent jurisdiction upon a finding that the purpose of this Section would
not be violated in the circumstances presented to the court, the shares of the
corporation are not entitled to be voted if they are owned, directly or
indirectly, by a second corporation, domestic or foreign, and the first
corporation owns, directly or indirectly, a majority of the shares entitled to
vote for directors of the second corporation except to the extent the second
corporation holds the shares in a fiduciary capacity.
Redeemable shares are not entitled to
be voted after notice of redemption is mailed to the holders and a sum
sufficient to redeem the shares has been deposited with a bank, trust company or
other financial institution under an irrevocable obligation to pay the holders
the redemption price on surrender of the shares.
Section
11. Corporation’s Acceptance of
Votes. If the name signed on a vote, consent, waiver, proxy appointment,
or proxy appointment revocation corresponds to the name of a shareholder, the
corporation, if acting in good faith, is entitled to accept the vote, consent,
waiver, proxy appointment or proxy appointment revocation and give it effect as
the act of the shareholder. If the name signed on a vote, consent, waiver, proxy
appointment or proxy appointment revocation does not correspond to the name of a
shareholder, the corporation, if acting in good faith, is nevertheless entitled
to accept the vote, consent, waiver, proxy appointment or proxy appointment
revocation and to give it effect as the act of the shareholder if:
|
(i)
|
The
shareholder is an entity and the name signed purports to be that of an
officer or agent of the entity;
|
|
(ii)
|
The
name signed purports to be that of an administrator, executor, guardian or
conservator representing the shareholder and, if the corporation requests,
evidence of fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, proxy appointment or
proxy appointment revocation;
|
6
|
(iii)
|
The
name signed purports to be that of a receiver or trustee in bankruptcy of
the shareholder and, if the corporation requests, evidence of this status
acceptable to the corporation has been presented with respect to the vote,
consent, waiver, proxy appointment or proxy appointment
revocation;
|
|
(iv)
|
The
name signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory’s authority to
sign for the shareholder has been presented with respect to the vote,
consent, waiver, proxy appointment or proxy appointment
revocation;
|
|
(v)
|
Two
or more persons are the shareholder as co-tenants or fiduciaries and the
name signed purports to be the name of at least one of the co-tenants or
fiduciaries, and the person signing appears to be acting on behalf of all
the co-tenants or fiduciaries; or
|
|
(vi)
|
The
acceptance of the vote, consent, waiver, proxy appointment or proxy
appointment revocation is otherwise proper under rules established by the
corporation that are not inconsistent with this Section
11.
|
The corporation is entitled to reject a
vote, consent, waiver, proxy appointment or proxy appointment revocation if the
secretary or other officer or agent authorized to tabulate votes, acting in good
faith, has reasonable basis for doubt about the validity of the signature on it
or about the signatory’s authority to sign for the shareholder.
Neither the corporation nor its
officers nor any agent who accepts or rejects a vote, consent, waiver, proxy
appointment or proxy appointment revocation in good faith and in accordance with
the standards of this Section is liable in damages for the consequences of the
acceptance or rejection.
Section
12. Informal Action by
Shareholders. Any action required or permitted to be taken at a meeting
of the shareholders may be taken without a meeting if before or after the
action, a written consent (or counterparts thereof) that sets forth the action
so taken is signed by shareholders holding at least a majority of the
voting power entitled to vote with respect to the subject matter thereof except
if a different proportion of voting power is required for such an action at a
meeting, then that proportion of written consents is required. Such
consent shall have the same force and effect as a vote of the shareholders and
may be stated as such in any document. Action taken under this Section 12 is
effective as of the date the last writing necessary to effect the action is
received by the corporation, unless all of the writings specify a different
effective date, in which case such specified date shall be the effective date
for such action. The record date for determining shareholders entitled to take
action without a meeting is the date the corporation first receives a writing
upon which the action is taken.
7
Any shareholder who has signed a
writing describing and consenting to action taken pursuant to this Section 12
may revoke such consent by a writing signed by the shareholder describing the
action and stating that the shareholder’s prior consent thereto is revoked, if
such writing is received by the corporation before the effectiveness of the
action.
In no instance where action is
authorized by written consent need a meeting of shareholders be called or notice
given.
Section
13. Meetings by Telecommunication.
Any or all of the shareholders may participate in an annual or special
shareholders’ meeting by, or the meeting may be conducted through the use of,
any means of communication by which all persons participating in the meeting may
hear each other during the meeting. A shareholder participating in a meeting by
this means is deemed to be present in person at the meeting.
ARTICLE
III
Board
of Directors
Section
1. General Powers. All corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be managed under the direction of, its board of
directors, except as otherwise provided in the Nevada General Corporation Law or
the articles of incorporation.
Section
2. Number, Qualifications and
Tenure. The number of directors of the corporation shall be fixed from
time to time by the board of directors, within a range of no less than one or
more than nine, but no decrease in the number of directors shall have the effect
of shortening the term of any incumbent director. A director shall be a natural
person who is eighteen years of age or older. A director need not be a resident
of Nevada or a shareholder of the corporation.
Directors shall be elected at each
annual meeting of shareholders. Each director shall hold office until the next
annual meeting of shareholders following his election and thereafter until his
successor shall have been elected and qualified. Directors shall be removed in
the manner provided by the Nevada General Corporation Law. Any director may be
removed by the shareholders of the voting group that elected the director, with
or without cause, at a meeting called for that purpose. The notice of the
meeting shall state that the purpose or one of the purposes of the meeting is
removal of the director. A director may be removed only if the number of votes
cast in favor of removal exceeds the number of votes cast against
removal.
Section
3. Vacancies. Any director may
resign at any time by giving written notice to the secretary. Such resignation
shall take effect at the time the notice is received by the secretary unless the
notice specifies a later effective date. Unless otherwise specified in the
notice of resignation, the corporation’s acceptance of such resignation shall
not be necessary to make it effective. Any vacancy on the board of directors may
be filled by the affirmative vote of a majority of the shareholders at a special
meeting called for that purpose or by the board of directors. If the directors
remaining in office constitute fewer than a quorum of the board, the directors
may fill the vacancy by the affirmative vote of a majority of all the directors
remaining in office. If elected by the directors, the director shall hold office
until the next annual shareholders’ meeting at which directors are elected. If
elected by the shareholders, the director shall hold office for the unexpired
term of his predecessor in office; except that, if the director’s predecessor
was elected by the directors to fill a vacancy, the director elected by the
shareholders shall hold office for the unexpired term of the last predecessor
elected by the shareholders.
8
Section
4. Regular Meetings. A regular
meeting of the board of directors shall be held without notice 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 outside
Nevada, for the holding of additional regular meetings without other
notice.
Section
5. Special Meetings. Special
meetings of the board of directors may be called by or at the request of the
president or any one (1) of the directors. The person or persons authorized to
call special meetings of the board of directors may fix any place, either within
or outside Nevada, as the place for holding any special meeting of the board of
directors called by them.
Section
6. Notice. Notice of the date,
time and place of any special meeting shall be given to each director at least
two days prior to the meeting by written notice either personally delivered or
mailed to each director at his business address, or by notice transmitted by
private courier, telegraph, electronically transmitted facsimile or other form
of wire or wireless communication. If mailed, such notice shall be deemed to be
given and to be effective on the earlier of (i) five days after such notice is
deposited in the United States mail, properly addressed, with first class
postage prepaid, or (ii) the date shown on the return receipt, if mailed by
registered or certified mail return receipt requested, provided that the return
receipt is signed by the director to whom the notice is addressed. If notice is
given by telex, electronically transmitted facsimile or other similar form of
wire or wireless communication, such notice shall be deemed to be given and to
be effective when sent, and with respect to a telegram, such notice shall be
deemed to be given and to be effective when the telegram is delivered to the
telegraph company. If a director has designated in writing one or more
reasonable addresses or facsimile numbers for delivery of notice to him, notice
sent by mail, telegraph, electronically transmitted facsimile or other form of
wire or wireless communication shall not be deemed to have been given or to be
effective unless sent to such addresses or facsimile numbers, as the case may
be.
A director may waive notice of a
meeting before or after the time and date of the meeting by a writing signed by
such director. Such waiver shall be delivered to the secretary for filing with
the corporate records, but such delivery and filing shall not be conditions to
the effectiveness of the waiver. Further, a director’s attendance at or
participation in a meeting waives any required notice to him of the meeting
unless at the beginning of the meeting, or promptly upon his later arrival, the
director objects to holding the meeting or transacting business at the meeting
because of lack of notice or defective notice and does not thereafter vote for
or assent to action taken at the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such
meeting.
9
Section
7. Quorum. A majority of the
number of directors fixed by the board of directors pursuant to Article III,
Section 2 or, if no number is fixed, a majority of the number in office
immediately before the meeting begins, shall constitute a quorum for the
transaction of business at any meeting of the board of directors.
Section
8. Manner of Acting. The act of
the majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors.
Section
9. Compensation. By resolution of
the board of directors, any director may be paid any one or more of the
following: his expenses, if any, of attendance at meetings, a fixed
sum for attendance at each meeting, a stated salary as director, or such other
compensation as the corporation and the director may reasonably agree upon. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
Section
10. Presumption of Assent. A
director of the corporation who is present at a meeting of the board of
directors or committee of the board at which action on any corporate matter is
taken shall be presumed to have assented to all action taken at the meeting
unless (i) the director objects at the beginning of the meeting, or promptly
upon his arrival, to the holding of the meeting or the transaction of business
at the meeting and does not thereafter vote for or assent to any action taken at
the meeting, (ii) the director contemporaneously requests that his dissent or
abstention as to any specific action taken be entered in the minutes of the
meeting, or (iii) the director causes written notice of his dissent or
abstention as to any specific action to be received by the presiding officer of
the meeting before its adjournment or by the secretary promptly after the
adjournment of the meeting. A director may dissent to a specific
action at a meeting, while assenting to others. The right to dissent to a
specific action taken at a meeting of the board of directors or a committee of
the board shall not be available to a director who voted in favor of such
action.
Section
11. Committees. By resolution
adopted by a majority of all the directors in office when the action is taken,
the board of directors may designate from among its members an executive
committee and one or more other committees, and appoint one or more members of
the board of directors to serve on them. To the extent provided in the
resolution, each committee shall have all the authority of the board of
directors, except that no such committee shall have the authority to (i)
authorize distributions, (ii) approve or propose to shareholders actions or
proposals required by the Nevada General Corporation Law to be approved by
shareholders, (iii) fill vacancies on the board of directors or any committee
thereof, (iv) amend articles of incorporation, (v) adopt, amend or repeal the
bylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii)
authorize or approve the reacquisition of shares unless pursuant to a formula or
method prescribed by the board of directors, or (viii) authorize or approve the
issuance or sale of shares, or contract for the sale of shares or determine the
designations and relative rights, preferences and limitations of a class or
series of shares, except that the board of directors may authorize a committee
or officer to do so within limits specifically prescribed by the board of
directors. The committee shall then have full power within the limits
set by the board of directors to adopt any final resolution setting forth all
preferences, limitations and relative rights of such class or series and to
authorize an amendment of the articles of incorporation stating the preferences,
limitations and relative rights of a class or series for filing with the
Secretary of State under the Nevada General Corporation Law.
10
Sections 4, 5, 6, 7, 8 or 12 of Article
III, which govern meetings, notice, waiver of notice, quorum, voting
requirements and action without a meeting of the board of directors, shall apply
to committees and their members appointed under this Section 11.
Neither the designation of any such
committee, the delegation of authority to such committee, nor any action by such
committee pursuant to its authority shall alone constitute compliance by any
member of the board of directors or a member of the committee in question with
his responsibility to conform to the standard of care set forth in Article III,
Section 14 of these bylaws.
Section
12. Informal Action by Directors.
Any action required or permitted to be taken at a meeting of the
directors or any committee designated by the board of directors may be taken
without a meeting if a written consent (or counterparts thereof) that sets forth
the action so taken is signed by all of the directors entitled to vote with
respect to the action taken. Such consent shall have the same force and effect
as a unanimous vote of the directors or committee members and may be stated as
such in any document. Unless the consent specifies a different effective time or
date, action taken under this Section 12 is effective at the time or date the
last director signs a writing describing the action taken, unless, before such
time, any director has revoked his consent by a writing signed by the director
and received by the president or the secretary of the corporation.
Section
13. Telephonic Meetings. The board
of directors may permit any director (or any member of a committee designated by
the board) to participate in a regular or special meeting of the board of
directors or a committee thereof through the use of any means of communication
by which all directors participating in the meeting can hear each other during
the meeting. A director participating in a meeting in this manner is deemed to
be present in person at the meeting.
Section
14. Standard of Care. A director
shall perform his duties as a director, including without limitation his duties
as a member of any committee of the board, in good faith, in a manner he
reasonably believes to be in the best interests of the corporation, and with the
care an ordinarily prudent person in a like position would exercise under
similar circumstances. In performing his duties, a director shall be entitled to
rely on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by the
persons herein designated. However, he shall not be considered to be acting in
good faith if he has knowledge concerning the matter in question that would
cause such reliance to be unwarranted. A director shall not be liable to the
corporation or its shareholders for any action he takes or omits to take as a
director if, in connection with such action or omission, he performs his duties
in compliance with this Section 14.
The designated persons on whom a
director is entitled to rely are (i) one or more officers or employees of the
corporation whom the director reasonably believes to be reliable and competent
in the matters presented, (ii) legal counsel, public accountant, or other person
as to matters which the director reasonably believes to be within such person’s
professional or expert competence, or (iii) a committee of the board of
directors on which the director does not serve if the director reasonably
believes the committee merits confidence.
11
ARTICLE
IV
Officers
and Agents
Section
1. General. The officers of the
corporation shall be a president, a secretary and a treasurer, and may also
include one or more vice presidents, each of which officer shall be appointed by
the board of directors and shall be a natural person eighteen years of age or
older. One person may hold more than one office. The board of directors or an
officer or officers so authorized by the board may appoint such other officers,
assistant officers, committees and agents, including a chairman of the board,
assistant secretaries and assistant treasurers, as they may consider necessary.
Except as expressly prescribed by these bylaws, the board of directors or the
officer or officers authorized by the board shall from time to time determine
the procedure for the appointment of officers, their authority and duties and
their compensation, provided that the board of directors may change the
authority, duties and compensation of any officer who is not appointed by the
board.
Section
2. Appointment and Term of Office.
The officers of the corporation to be appointed by the board of directors
shall be appointed at each annual meeting of the board held after each annual
meeting of the shareholders. If the appointment of officers is not made at such
meeting or if an officer or officers are to be appointed by another officer or
officers of the corporation, such appointments shall be made as determined by
the board of directors or the appointing person or persons. Each officer shall
hold office until the first of the following occurs: his successor
shall have been duly appointed and qualified, his death, his resignation, or his
removal in the manner provided in Section 3.
Section
3. Resignation and Removal. An
officer may resign at any time by giving written notice of resignation to the
president, secretary or other person who appoints such officer. The resignation
is effective when the notice is received by the corporation unless the notice
specifies a later effective date.
Any officer or agent may be removed at
any time with or without cause by the board of directors or an officer or
officers authorized by the board. Such removal does not affect the contract
rights, if any, of the corporation or of the person so removed. The appointment
of an officer or agent shall not in itself create contract rights.
Section
4. Vacancies. A vacancy in any
office, however occurring, may be filled by the board of directors, or by the
officer or officers authorized by the board, for the unexpired portion of the
officer’s term. If an officer resigns and his resignation is made effective at a
later date, the board of directors, or officer or officers authorized by the
board, may permit the officer to remain in office until the effective date and
may fill the pending vacancy before the effective date if the board of directors
or officer or officers authorized by the board provide that the successor shall
not take office until the effective date. In the alternative, the board of
directors, or officer or officers authorized by the board of directors, may
remove the officer at any time before the effective date and may fill the
resulting vacancy.
12
Section
5. President. The president shall
preside at all meetings of shareholders and all meetings of the board of
directors unless the board of directors has appointed a chairman, vice chairman,
or other officer of the board and has authorized such person to preside at
meetings of the board of directors. Subject to the direction and supervision of
the board of directors, the president shall be the chief executive officer of
the corporation, and shall have general and active control of its affairs and
business and general supervision of its officers, agents and employees. Unless
otherwise directed by the board of directors, the president shall attend in
person or by substitute appointed by him, or shall execute on behalf of the
corporation written instruments appointing a proxy or proxies to represent the
corporation, at all meetings of the stockholders of any other corporation in
which the corporation holds any stock. On behalf of the corporation, the
president may in person or by substitute or by proxy execute written waivers of
notice and consents with respect to any such meetings. At all such meetings and
otherwise, the president, in person or by substitute or proxy, may vote the
stock held by the corporation, execute written consents and other instruments
with respect to such stock, and exercise any and all rights and powers incident
to the ownership of said stock, subject to the instructions, if any, of the
board of directors. The president shall have custody of the treasurer’s bond, if
any. The president shall have such additional authority and duties as are
appropriate and customary for the office of president and chief executive
officer, except as the same may be expanded or limited by the board of directors
from time to time.
Section
6. Vice Presidents. The vice
presidents shall assist the president and shall perform such duties as may be
assigned to them by the president or by the board of directors. In the absence
of the president, the vice president, if any (or, if more than one, the vice
presidents in the order designated by the board of directors, or if the board
makes no such designation, then the vice president designated by the president,
or if neither the board nor the president makes any such designation, the senior
vice president as determined by first election to that office), shall have the
powers and perform the duties of the president.
Section
7. Secretary. The secretary shall
(i) prepare and maintain as permanent records the minutes of the proceedings of
the shareholders and the board of directors, a record of all actions taken by
the shareholders or board of directors without a meeting, a record of all
actions taken by a committee of the board of directors in place of the board of
directors on behalf of the corporation, and a record of all waivers of notice of
meetings of shareholders and of the board of directors or any committee thereof,
(ii) see that all notices are duly given in accordance with the provisions of
these bylaws and as required by law, (iii) serve as custodian of the corporate
records and of the seal of the corporation and affix the seal to all documents
when authorized by the board of directors, (iv) keep at the corporation’s
registered office or principal place of business a record containing the names
and addresses of all shareholders in a form that permits preparation of a list
of shareholders arranged by voting group and by class or series of shares within
each voting group, that is alphabetical within each class or series and that
shows the address of, and the number of shares of each class or series held by,
each shareholder, unless such a record shall be kept at the office of the
corporation’s transfer agent or registrar, (v) maintain at the corporation’s
principal office the originals or copies of the corporation’s articles of
incorporation, bylaws, minutes of all shareholders’ meetings and records of all
action taken by shareholders without a meeting for the past three years, all
written communications within the past three years to shareholders as a group or
to the holders of any class or series of shares as a group, a list of the names
and business addresses of the current directors and officers, a copy of the
corporation’s most recent corporate report filed with the Secretary of State,
and financial statements showing in reasonable detail the corporation’s assets
and liabilities and results of operations for the last three years, (vi) have
general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent, (vii) authenticate records of the corporation,
and (viii) in general, perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him by the
president or by the board of directors. Assistant secretaries, if
any, shall have the same duties and powers, subject to supervision by the
secretary. The directors and/or shareholders may however respectively designate
a person other than the secretary or assistant secretary to keep the minutes of
their respective meetings.
13
Any books, records, or minutes of the
corporation may be in written form or in any form capable of being converted
into written form within a reasonable time.
Section
8. Treasurer. The treasurer shall
be the principal financial officer of the corporation, shall have the care and
custody of all funds, securities, evidences of indebtedness and other personal
property of the corporation and shall deposit the same in accordance with the
instructions of the board of directors. Subject to the limits imposed by the
board of directors, he shall receive and give receipts and acquittances for
money paid in on account of the corporation, and shall pay out of the
corporation’s funds on hand all bills, payrolls and other just debts of the
corporation of whatever nature upon maturity. He shall perform all other duties
incident to the office of the treasurer and, upon request of the board, shall
make such reports to it as may be required at any time. He shall, if required by
the board, give the corporation a bond in such sums and with such sureties as
shall be satisfactory to the board, conditioned upon the faithful performance of
his duties and for the restoration to the corporation of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation. He shall have such other powers and
perform such other duties as may from time to time be prescribed by the board of
directors or the president. The assistant treasurers, if any, shall have the
same powers and duties, subject to the supervision of the
treasurer.
The treasurer shall also be the
principal accounting officer of the corporation. He shall prescribe and maintain
the methods and systems of accounting to be followed, keep complete books and
records of account as required by the Nevada General Corporation Law, prepare
and file all local, state and federal tax returns, prescribe and maintain an
adequate system of internal audit and prepare and furnish to the president and
the board of directors statements of account showing the financial position of
the corporation and the results of its operations.
14
ARTICLE
V
Stock
Section
1. Certificates. The board of
directors shall be authorized to issue any of its classes of shares with or
without certificates. The fact that the shares are not represented by
certificates shall have no effect on the rights and obligations of shareholders.
If the shares are-represented by certificates, such shares shall be represented
by consecutively numbered certificates signed, either manually or by facsimile,
in the name of the corporation by the president. In case any officer who has
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, such
certificate may nonetheless be issued by the corporation with the same effect as
if he were such officer at the date of its issue. All certificates shall be
consecutively numbered, and the names of the owners, the number of shares, and
the date of issue shall be entered on the books of the corporation. Each
certificate representing shares shall state upon its face:
|
(i)
|
That
the corporation is organized under the laws of
Nevada;
|
|
(ii)
|
The
name of the person to whom issued;
|
|
(iii)
|
The
number and class of the shares and the designation of the series, if any,
that the certificate represents;
|
|
(iv)
|
The
par value, if any, of each share represented by the
certificate;
|
|
(v)
|
Any
restrictions imposed by the corporation upon the transfer of the shares
represented by the certificate.
|
If shares are not represented by
certificates, within a reasonable time following the issue or transfer of such
shares, the corporation shall send the shareholder a complete written statement
of all of the information required to be provided to holders of uncertificated
shares by the Nevada General Corporation Law.
Section
2. Consideration for Shares.
Certificated or uncertificated shares shall not be issued until the
shares represented thereby are fully paid. The board of directors may authorize
the issuance of shares for consideration consisting of any tangible or
intangible property or benefit to the corporation, including cash, promissory
notes, services performed or other securities of the corporation. Future
services shall not constitute payment or partial payment for shares of the
corporation. The promissory note of a subscriber or an affiliate of a subscriber
shall not constitute payment or partial payment for shares of the corporation
unless the note is negotiable and is secured by collateral, other than the
shares being purchased, having a fair market value at least equal to the
principal amount of the note. For purposes of this Section 2, “promissory note”
means a negotiable instrument on which there is an obligation to pay independent
of collateral and does not include a non-recourse note.
15
Section
3. Lost Certificates. In case of
the alleged loss, destruction or mutilation of a certificate of stock, the board
of directors may direct the issuance of a new certificate in lieu thereof upon
such terms and conditions in conformity with law as the board may prescribe. The
board of directors may in its discretion require an affidavit of lost
certificate and/or a bond in such form and amount and with such surety as it may
determine before issuing a new certificate.
Section
4. Transfer of Shares. Upon
surrender to the corporation or to a transfer agent of the corporation of a
certificate of stock duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and receipt of such documentary
stamps as may be required by law and evidence of compliance with all applicable
securities laws and other restrictions, the corporation shall issue a new
certificate to the person entitled thereto, and cancel the old certificate.
Every such transfer of stock shall be entered on the stock books of the
corporation which shall be kept at its principal office or by the person and at
the place designated by the board of directors.
Except as otherwise expressly provided
in Article II, Sections 7 and 11, and except for the assertion of dissenters’
rights to the extent provided in Article 113 of the Nevada General Corporation
Law, the corporation shall be entitled to treat the registered holder of any
shares of the corporation as the owner thereof for all purposes, and the
corporation shall not be bound to recognize any equitable or other claim to, or
interest in, such shares or rights deriving from such shares on the part of any
person other than the registered holder, including without limitation any
purchaser, assignee or transferee of such shares or rights deriving from such
shares, unless and until such other person becomes the registered holder of such
shares, whether or not the corporation shall have either actual or constructive
notice of the claimed interest of such other person.
Section
5. Transfer Agent, Registrars and Paying
Agents. The board may at its discretion appoint one or more transfer
agents, registrars and agents for making payment upon any class of stock, bond,
debenture or other security of the corporation. Such agents and registrars may
be located either within or outside Nevada. They shall have such rights and
duties and shall be entitled to such compensation as may be agreed.
ARTICLE
VI
Indemnification
of Certain Persons
Section
1. Indemnification. For purposes
of Article VI, a “Proper Person” means any person (including the estate or
personal representative of a director) 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, and
whether formal or informal, by reason of the fact that he is or was a director,
officer, employee, fiduciary or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee, fiduciary or agent of any foreign or domestic profit or nonprofit
corporation or of any partnership, joint venture, trust, profit or nonprofit
unincorporated association, limited liability company, or other enterprise or
employee benefit plan. The corporation shall indemnify any Proper
Person against reasonably incurred expenses (including attorneys’ fees),
judgments, penalties, fines (including any excise tax assessed with respect to
an employee benefit plan) and amounts paid in settlement reasonably incurred by
him in connection with such action, suit or proceeding if it is determined by
the groups set forth in Section 4 of this Article that he conducted himself in
good faith and that he reasonably believed (i) in the case of conduct in his
official capacity with the corporation, that his conduct was in the
corporation’s best interests, or (ii) in all other cases (except criminal
cases), that his conduct was at least not opposed to the corporation’s best
interests, or (iii) in the case of any criminal proceeding, that he had no
reasonable cause to believe his conduct was unlawful. Official
capacity means, when used with respect to a director, the office of director
and, when used with respect to any other Proper Person, the office in a
corporation held by the officer or the employment, fiduciary or agency
relationship undertaken by the employee, fiduciary, or agent on behalf of the
corporation. Official capacity does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.
16
A director’s conduct with respect to an
employee benefit plan for a purpose the director reasonably believed to be in
the interests of the participants in or beneficiaries of the plan is conduct
that satisfies the requirement in (ii) of this Section 1. A director’s conduct
with respect to an employee benefit plan for a purpose that the director did not
reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the requirement of this
section that he conduct himself in good faith.
No indemnification shall be made under
this Article VI to a Proper Person with respect to any claim, issue or matter in
connection with a proceeding by or in the right of a corporation in which the
Proper Person was adjudged liable to the corporation or in connection with any
proceeding charging that the Proper Person derived an improper personal benefit,
whether or not involving action in an official capacity, in which he was
adjudged liable on the basis that he derived an improper personal
benefit. Further, indemnification under this section in connection
with a proceeding brought by or in the right of the corporation shall be limited
to reasonable expenses, including attorneys’ fees, incurred in connection with
the proceeding.
Section
2. Right to Indemnification. The
corporation shall indemnify any Proper Person who was wholly successful, on the
merits or otherwise, in defense of any action, suit, or proceeding as to which
he was entitled to indemnification under Section 1 of this Article VI against
expenses (including attorneys’ fees) reasonably incurred by him in connection
with the proceeding without the necessity of any action by the corporation other
than the determination in good faith that the defense has been wholly
successful.
Section
3. Effect of Termination of Action.
The termination of any action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent
shall not of itself create a presumption that the person seeking indemnification
did not meet the standards of conduct described in Section 1 of this Article VI.
Entry of a judgment by consent as part of a settlement shall not be deemed an
adjudication of liability, as described in Section 2 of this Article
VI.
17
Section
4. Groups Authorized to Make
Indemnification Determination. Except where there is a right to
indemnification as set forth in Sections 1 or 2 of this Article or where
indemnification is ordered by a court in Section 5, any indemnification shall be
made by the corporation only as determined in the specific case by a proper
group that indemnification of the Proper Person is permissible under the
circumstances because he has met the applicable standards of conduct set forth
in Section 1 of this Article. This determination shall be made by the board of
directors by a majority vote of those present at a meeting at which a quorum is
present, which quorum shall consist of directors not parties to the proceeding
(“Quorum”). If a Quorum cannot be obtained, the determination shall be made by a
majority vote of a committee of the board of directors designated by the board,
which committee shall consist of two or more directors not parties to the
proceeding, except that directors who are parties to the proceeding may
participate in the designation of directors for the committee. If a Quorum of
the board of directors cannot be obtained and the committee cannot be
established, or even if a Quorum is obtained or the committee is designated and
a majority of the directors constituting such Quorum or committee so directs,
the determination shall be made by (i) independent legal counsel selected by a
vote of the board of directors or the committee in the manner specified in this
Section 4 or, if a Quorum of the full board of directors cannot be obtained and
a committee cannot be established, by independent legal counsel selected by a
majority vote of the full board (including directors who are parties to the
action) or (ii) a vote of the shareholders.
Authorization of indemnification and
advance of expenses shall be made in the same manner as the determination that
indemnification or advance of expenses is permissible except that, if the
determination that indemnification or advance of expenses is permissible is made
by independent legal counsel, authorization of indemnification and advance of
expenses shall be made by the body that selected such counsel.
Section
5. Court-Ordered Indemnification.
Any Proper Person may apply for indemni-fication to the court conducting
the proceeding or to another court of competent jurisdiction for mandatory
indemnification under Section 2 of this Article, including indemnification for
reasonable expenses incurred to obtain court-ordered indemnification. If a court
determines that the Proper Person is entitled to indemnification under Section 2
of this Article, the court shall order indemnification, including the Proper
Person’s reasonable expenses incurred to obtain court-ordered indemnification.
If the court determines that such Proper Person is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not he met the standards of conduct set forth in Section 1 of this Article or
was adjudged liable in the proceeding, the court may order such indemnification
as the court deems proper except that if the Proper Person has been adjudged
liable, indemnification shall be limited to reasonable expenses incurred in
connection with the proceeding and reasonable expenses incurred to obtain
court-ordered indemnification.
Section
6. Advance of Expenses.
Reasonable expenses (including attorneys’ fees) incurred in defending an
action, suit or proceeding as described in Section 1 may be paid by the
corporation to any Proper Person in advance of the final disposition of such
action, suit or proceeding upon receipt of (i) a written affirmation of such
Proper Person’s good faith belief that he has met the standards of conduct
prescribed by Section 1 of this Article VI, (ii) a written undertaking, executed
personally or on the Proper Person’s behalf, to repay such advances if it is
ultimately determined that he did not meet the prescribed standards of conduct
(the undertaking shall be an unlimited general obligation of the Proper Person
but need not be secured and may be accepted without reference to financial
ability to make repayment), and (iii) a determination is made by the proper
group (as described in Section 4 of this Article VI) that the facts as then
known to the group would not preclude indemnification. Determination
and authorization of payments shall be made in the same manner specified in
Section 4 of this Article VI.
18
Section
7. Additional Indemnification to Certain
Persons Other Than Directors. In addition to the indemnification provided
to officers, employees, fiduciaries or agents because of their status as Proper
Persons under this Article, the corporation may also indemnify and advance
expenses to them if they are not directors of the corporation to a greater
extent than is provided in these bylaws, if not inconsistent with public policy,
and if provided for by general or specific action of its board of directors or
shareholders or by contract.
Section
8. Witness Expenses. The sections
of this Article VI do not limit the corporation’s authority to pay or reimburse
expenses incurred by a director in connection with an appearance as a witness in
a proceeding at a time when he has not been made or named as a defendant or
respondent in the proceeding.
Section
9. Report to Shareholders. Any
indemnification of or advance of expenses to a director in accordance with this
Article VI, if arising out of a proceeding by or on behalf of the corporation,
shall be reported in writing to the shareholders with or before the notice of
the next shareholders’ meeting. If the next shareholder action is taken without
a meeting at the instigation of the board of directors, such notice shall be
given to the shareholders at or before the time the first shareholder signs a
writing consenting to such action.
ARTICLE
VII
Provisions
of Insurance
Section
1. Provisions of Insurance.
By action of the board of directors, notwithstanding any interest of the
directors in the action, the corporation may purchase and maintain insurance, in
such scope and amounts as the board of directors deems appropriate, on behalf of
any person who is or was a director, officer, employee, fiduciary or agent of
the corporation, or who, while a director, officer, employee, fiduciary or agent
of the corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company, other enterprise or employee benefit plan, against any
liability asserted against, or incurred by, him in that capacity or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Article VI or
applicable law. Any such insurance may be procured from any insurance
company designated by the board of directors of the corporation, whether such
insurance company is formed under the laws of Nevada or any other jurisdiction
of the United States or elsewhere, including any insurance company in which the
corporation has an equity interest or any other interest, through stock
ownership or otherwise.
19
ARTICLE
VIII
Miscellaneous
Section
1. Seal. The board of directors
may adopt a corporate seal, which shall contain the name of the corporation and
the words, “Seal, Nevada.”
Section
2. Fiscal Year. The fiscal year
of the corporation shall be as established by the board of
directors.
Section
3. Amendments. The board of
directors shall have power, to the maximum extent permitted by the Nevada
General Corporation Law, to make, amend and repeal the bylaws of the corporation
at any regular or special meeting of the board unless the shareholders, in
making, amending or repealing a particular bylaw, expressly provide that the
directors may not amend or repeal such bylaw. The shareholders also shall have
the power to make, amend or repeal the bylaws of the corporation at any annual
meeting or at any special meeting called for that purpose.
Section
4. Receipt of Notices by the
Corporation. Notices, shareholder writings consenting to action, and
other documents or writings shall be deemed to have been received by the
corporation when they are actually received: (1) at the registered
office of the corporation in Nevada; (2) at the principal office of the
corporation (as that office is designated in the most recent document filed by
the corporation with the secretary of state for Nevada designating a principal
office) addressed to the attention of the secretary of the corporation; (3) by
the secretary of the corporation wherever the secretary may be found; or (4) by
any other person authorized from time to time by the board of directors or the
president to receive such writings, wherever such person is found.
Section
5. Gender. The masculine gender
is used in these bylaws as a matter of convenience only and shall be interpreted
to include the feminine and neuter genders as the circumstances
indicate.
Section
6. Conflicts. In the event of any
irreconcilable conflict between these bylaws and either the corporation’s
articles of incorporation or applicable law, the latter shall
control.
Section
7. Definitions. Except as
otherwise specifically provided in these bylaws, all terms used in these bylaws
shall have the same definition as in the Nevada General Corporation
Law.
Bylaws
Approved April 4, 2008
PHOTOAMIGO,
INC.
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By:
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/s/ Robert Heckes | |
Robert Heckes, CEO | |||
Title | |||
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