Attached files
Exhibit
3.2
BYLAWS
OF
ACCREDITED
MEMBERS, INC.
As
Adopted March 11, 2009
ARTICLE
I
OFFICES
Section
1.1 Principal
Office. The principal office of the corporation shall be
located as designated by the Board of Directors, either within or without the
State of Colorado. The corporation may have such other offices,
either within or without the State of Colorado, as the Board of Directors may
designate or as the business of the corporation may require from time to
time.
Section
1.2 Registered
Office. The registered office of the corporation, required by
the Colorado Business Corporation Act to be maintained in the State of Colorado,
may be, but need not be, identical with the principal office if located in the
State of Colorado, and the address of the registered office may be changed from
time to time by the Board of Directors.
ARTICLE
II
SHAREHOLDERS
Section
2.1 Annual
Meeting. The annual meeting of the shareholders shall be held
at such time on such day as shall be fixed by the Board of Directors, for the
purpose of electing directors and for the transacting of such other business as
may come before the meeting. If the election of directors shall not
be held on the date designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as may be convenient.
Section
2.2 Special
Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the President
at the request of the holders of not less than one-tenth of all votes entitled
to be cast at the meeting; provided, however, that the requesting holders must
have held their ownership in the corporation for at least twelve consecutive
months.
Section
2.3 Place of
Meetings. The Board of Directors may designate any place,
either within or without the State of Colorado, as the place of meeting for any
annual meeting or for 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 without the State of
Colorado, as the place for the holding of such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation in the State of
Colorado.
Section
2.4 Notice of
Meeting. Written notice stating the place, day and hour of the
meeting of shareholders and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered not less than ten nor more than 60 days before the date of
the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the officer or other persons calling the
meeting, to each shareholder of record entitled to vote at such meeting;
provided, however, that if the authorized shares of the corporation are to be
increased, at least 30 days notice shall be given. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
Section
2.5 Meeting of all
Shareholders. If all of the shareholders shall meet at any
time and place, either within or without the State of Colorado, and consent to
the holding of a meeting at such time and place, such meeting shall be valid
with out call or notice, and at such meeting any corporate action may be
taken.
Section
2.6 Fixing of Record
Date. The Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than 70 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 for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote
at any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section
2.7 Voting
Record. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before such meeting of shareholders, a complete record of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The record, for a period of ten days prior to such
meeting, shall be kept on file at the principal office of the corporation,
whether within or without the State of Colorado, and shall be subject to
inspection by any shareholder for any purpose germane to the meeting at any time
during usual business hours. Such record shall be produced and kept
open at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting for the purposes
thereof.
The
original stock transfer books shall be the prima facie evidence as to the
identity of the shareholders entitled to examine the record or transfer books or
to vote at any meeting of shareholders.
Section
2.8 Quorum. One-third
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders,
except as otherwise provided by the Colorado Business Corporation Act and the
Articles of Incorporation. In the absence of a quorum at any such
meeting, a majority of the shares so represented may adjourn the meeting from
time to time for a period not to exceed 60 days. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original 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.
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Section
2.9 Manner of
Acting. If a quorum is present, the affirmative vote of the
majority of the votes cast on any matter submitted for shareholder action shall
be the act of the shareholders, unless the vote of a greater proportion or
number or voting by classes is otherwise required by statute or by the Articles
of Incorporation or these Bylaws.
Section
2.10 Proxies. At
all meetings of shareholders a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be
valid after 11 months from the date of its execution, unless otherwise provided
in the proxy. Proxies shall be in such form as shall be required by
the Board and as set forth in the notice of meeting and/or proxy or information
statement concerning such meeting.
Section
2.11 Voting of
Shares. Unless otherwise provided by these Bylaws or the
Articles of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.
Section
2.12 Voting of Shares
by Certain Shareholders. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
Board of Directors of such other corporation may determine.
Shares
standing in the name of a deceased person, a minor ward or an incompetent
person, may be voted by his administrator, executor, court appointed guardian or
conservator, either in person or by proxy without a transfer of such shares into
the name of such administrator, executor, court appointed guardian or
conservator. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.
Shares
standing in the name of a receiver may be voted by such receiver and shares held
by or under the control of a receiver may be voted by such receiver without the
transfer thereof into his name if authority so to do is contained in an
appropriate order of the court by which the receiver was appointed.
A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into
the name of the pledgee, and thereafter the pledgee shall be entitled to vote
the shares so transferred.
Neither
treasury shares of its own stock belonging to this corporation, nor shares of
its own stock held by it in a fiduciary capacity, nor shares of its own stock
held by another corporation if the majority of the shares entitled to vote for
the election of directors of such other corporation is held by the corporation,
may be voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given
time.
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Redeemable
shares which have been called for redemption shall not be entitled to vote on
any matter and shall not be deemed outstanding shares on and after the date on
which written notice of redemption has been mailed to shareholders and a sum
sufficient to redeem such shares has been deposited with a hank or trust company
with irrevocable instruction and authority to pay the redemption price to the
holders of the shares upon surrender of certificates therefor.
Shares
held of record by a shareholder but which are held for the account of a
specified person or persons may be voted by such person or persons, provided the
shareholder has certified to the corporation in writing that all or a portion of
the shares registered in the name of the shareholder are held for the account of
such person or persons, as provided in Article VI., Section 6.6 of
these Bylaws.
Section 2.13 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 a consent in
writing, setting forth the action so taken, shall be signed by shareholders
holding shares having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted consent to such action in
writing.
All
required consents must be received by the Corporation within sixty days after
the date the Corporation first receives a writing describing and consenting to
the action and signed by a sufficient number of shareholders who have not
previously revoked their signature. Any such consent will be
effective upon the Corporation’s receipt of the last writing necessary to effect
the action unless all of the writings necessary to effect the action state
another date as the effective date of the action, in which case such stated date
shall be the effective date of the action.
Any
written consent may be provided by facsimile or other form of wire or wireless
communication providing the corporation with a complete copy thereof, including
a copy of the signature thereto.
If action
is taken pursuant to this Section 2.13 by less than unanimous consent, the
corporation shall give notice of the action to all shareholders who were
entitled to vote upon the action but who did not consent thereto as required by
Section 7-108-104(1.5) of the Colorado Business Corporation Act.
Section
2.14 Voting by
Ballot. Voting on any question or in any election may be by
voice vote unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.
Section
2.15 No Cumulative
Voting. No shareholder shall be permitted to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by the number of his shares shall equal, or by distributing such
votes on the same principle among any number of candidates.
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ARTICLE
III
BOARD OF
DIRECTORS
Section
3.1 General
Powers. The business and affairs of the corporation shall be
managed by its Board of Directors.
Section
3.2 Number, Tenure and
Qualifications. The initial number of directors shall be
four. The number of directors fixed by these bylaws may be increased
or decreased from time to time by resolution of the board of
directors. The tenure of a director shall not be affected by any
decrease or increase in the number of directors so made by the
board. Each director shall hold office until the next annual meeting
of shareholders and until his successor shall have been elected and
qualified.
Section
3.3 Regular
Meetings. A regular meeting of the Board of Directors shall be
held without other notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Colorado, for the holding of additional regular meetings, without other
notice than such resolution.
Section
3.4 Special
Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman, if there be one, the President, any
of the directors, or by such persons as are authorized to call special meetings
under the Colorado Business Corporation Act. The person or persons
authorized to call special meetings of the Board of Directors may fix any place,
either within or without the State of Colorado, as the place for holding any
special meeting of the Board of Directors called by them.
Section
3.5 Notice. Written
notice of any special meeting of directors shall be given by mail to each
director at his business address at least three days prior to the meeting or by
personal delivery, fax or telegram at least 24 hours prior to the meeting to the
business address of each director, or in the event such notice is given on a
Saturday, Sunday or holiday, to the residence address of each director, or on
such shorter notice as the person or persons calling the meeting, acting in good
faith, may deem necessary or appropriate in the circumstances. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, so addressed, with postage thereon prepaid. If notice is
given by fax, such notice shall be deemed to be delivered when confirmation
(either by electronic means or by the person receiving the fax) of such fax is
received by the sender. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company.
Any
director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. 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.
Section
3.6 Quorum. A
majority of the directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors.
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Section
3.7 Manner of
Acting. Except as otherwise required by law or by the Articles
of Incorporation, the act of the majority of the directors present at a meeting
at which a quorum is present shall be an act of the Board of
Directors.
Section
3.8 Action by
Directors Without a Meeting. Any action required or permitted
to be taken by the Board or Directors or by a committee thereof at a meeting may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors or all or the committee members
entitled to vote with respect to the subject matter
thereof. Signatures may be original signatures or by
fax. Signatures on such consent may be made in
counterparts.
Section
3.9 Participation by
Electronic Means. Any members of the Board of Directors or any
committee designated by such Board may participate in a meeting of the Board of
Directors or committee by means of telephone conference or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Such participation shall constitute
presence in person at the meeting.
Section
3.10 Vacancies. Any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors, though less than a quorum of the
Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by election by the Board of Directors for a term of office
continuing only until the next election of directors by the
shareholders.
Section
3.11 Resignation. Any
director of the corporation may resign at any time by giving written notice to
the President or the Secretary of the corporation. The resignation of
any director shall take effect upon receipt of notice thereof or at any such
later time as shall be specified in such notice; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. When one or more directors shall resign from the Board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective.
Section
3.12 Removal. Any
director or directors of the corporation may be removed at any time, with or
without cause, in the manner provided in the Colorado Business Corporation
Act.
Section
3.13 Committees. By
resolution adopted by a majority of the Board of Directors, the directors may
designate two or more directors to constitute a committee, any of which shall
have such authority in the management of the corporation as the Board of
Directors shall designate and as shall not be proscribed by the Colorado
Business Corporation Act.
Section
3.14 Compensation. By
resolution of the Board of Directors and irrespective of any personal interest
of any of the members, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a stated
salary as director or a fixed sum for attendance at each meeting of the Board of
Directors, or both. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
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Section
3.15 Presumption of
Assent. A director of the corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless the dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to
a director who voted in favor of such action.
ARTICLE
IV
OFFICERS
Section
4.1 Number. The
officers of the corporation shall be a President, who shall be elected by the
Board of Directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same
person.
Section
4.2 Election and Term
of Office. The officers of the corporation to be elected by
the Board of Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after the annual meeting of the
shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as
practicable. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter
provided.
Section
4.3 Removal. Any
officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not
of itself create contract rights.
Section
4.4 Vacancies. A
vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.
Section
4.5 Chairman of the
Board. If the directors so desire, they may elect a Chairman
of the Board from among themselves. The chairman of the board shall
preside at all meetings of the stockholders and of the Board of
Directors. He shall have such other powers and duties as may be
prescribed by the Board of Directors.
Section
4.6 President. The
President shall be the chief executive officer of the corporation and, subject
to the control of the Board of Directors, shall in general supervise and control
all of the business and affairs of the corporation. He shall, if no
Chairman be elected, be the chief executive officer of the corporation and shall
preside at all meetings of the shareholders and of the Board of
Directors. He may sign, with the Secretary or any other proper
officer of the corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts or equipment leases entered into in the ordinary course of business,
and other contracts or instruments which the Board of Directors has authorized
to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
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Section
4.7 The Vice
Presidents. If elected or appointed by the Board of Directors,
the Vice President (or in the event there be more than one vice president, the
vice presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall, in the
absence of the President or in the event of his death or inability to act,
perform all duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the corporation, and contracts
or equipment leases entered into in the ordinary course of business; and shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
Section
4.8 The
Secretary. If elected or appointed by the Board of Directors,
the Secretary shall: (a) keep the minutes of the proceedings of the shareholders
and of the Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the corporation is
affixed to all documents the execution of which on behalf of the corporation
under its seal is duly authorized; (d) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President, or a Vice President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; (g) 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.
Section
4.9 The
Treasurer. If elected or appointed by the Board of Directors,
the Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source whatsoever, and
deposit all such monies in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of
Directors.
Section
4.10 Assistant
Secretaries and Assistant Treasurers. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the President or the Board of
Directors.
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Section
4.11 Bonds. If
the Board of Directors by resolution shall so require, any officer or agent of
the corporation shall give bond to the corporation in such amount and with such
surety as the Board of Directors may deem sufficient, conditioned upon the
faithful performance of their respective duties and offices.
Section
4.12 Salaries. The
salaries of the officers shall be fixed from time to time by the Board of
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE
V
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
Section
5.1 Contracts. The
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances. The President or any Vice-President may enter
into contracts or equipment leases entered into in the ordinary course of
business.
Section
5.2 Loans. No
loans shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to
specific instances.
Section
5.3
Checks, Drafts,
Etc. All checks, drafts or other orders for the payment of
money, notes or other evidence of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section
5.4 Deposits. All
funds of the corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE
VI
SHARES,
CERTIFICATES FOR SHARES AND TRANSFER OF SHARES
Section
6.1 Regulations. The
Board of Directors may make such rules and regulations as it may deem
appropriate concerning the issuance, transfer and registration of certificates
for shares of the corporation, including the appointment of transfer agents and
registrars.
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Section
6.2 Certificates for
Shares. Certificates representing shares of the corporation
shall comply with the statutes of the State of Colorado and shall be signed by
two executive officers of the corporation; provided that such signatures may be
by facsimile if the certificate is counter signed by a transfer
agent.
Section
6.3 Cancellation of
Certificates. All certificates surrendered to the corporation
for transfer shall be canceled and no new certificates shall be issued in lieu
thereof until the former certificate for a like number of shares shall have been
surrendered and canceled, except as herein provided with respect to lost, stolen
or destroyed certificates.
Section
6.4 Lost, Stolen or
Destroyed Certificates. Any shareholder claiming that his
certificate for shares is lost, stolen or destroyed may make an affidavit or
affirmation of that fact and lodge the same with the Secretary of the
corporation, accompanied by a signed application for a new
certificate. Thereupon, and upon the giving of a satisfactory bond of
indemnity to the corporation not exceeding an amount double the value of the
shares as represented by such certificate (the necessity for such bond and the
amount required to be determined by the President and Treasurer of the
corporation), a new certificate may be issued of the same tenor and representing
the same number, class and series of shares as were represented by the
certificate alleged to be lost, stolen or destroyed.
Section
6.5 Transfer of
Shares. Subject to the terms of any shareholder agreement
relating to the transfer of shares or other transfer restrictions contained in
the Articles of Incorporation or authorized therein, shares of the corporation shall be
transferable on the books of the corporation by the holder thereof in person or
by his duly authorized attorney, upon the surrender and cancellation of a
certificate or certificates for a like number of shares. Upon
presentation and surrender of a certificate for shares properly endorsed and
payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the
corporation, a transfer of shares can be made only on the books of the
corporation and in the manner hereinabove provided, and the corporation shall be
entitled to treat the holder of record of any shares as the owner thereof and
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by the statutes of
the State of Colorado.
Section
6.6 Shares Held for
the Account of a Specified Person or Persons. 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 shall set
forth:
(a) The
classification of shareholder who may certify;
(b) The
purpose or purposes for which the certification may be made;
(c) The
form of certification and information to be contained therein;
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(d) If
the certification is with respect to a record date or closing of the stock
transfer books, the time after the record date or closing of the stock transfer
books within which the certification must be received by the corporation;
and
(e) Such
other provisions with respect to the procedure as are deemed necessary or
desirable.
Upon
receipt by the corporation of a certification complying with the procedure, the
persons specified in the certification shall be deemed, for the purpose or
purposes set forth in the certification, to be the holders of record of the
number of shares specified in place of the shareholder making the
certification.
ARTICLE
VII
TAXABLE
YEAR
The
taxable year of the corporation shall be determined by resolution of the Board
of Directors.
ARTICLE
VIII
DIVIDENDS
The Board
of Directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.
ARTICLE
IX
CORPORATE
SEAL
The Board
of Directors may provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the corporation and the state of
incorporation and the word "Seal."
ARTICLE
X
WAIVER OF
NOTICE
Whenever
any notice is required to be given under the provisions of these Bylaws or under
the provisions of the Articles of Incorporation or under the provisions of the
Colorado Business Corporation Act, or otherwise, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the event or other circumstance requiring such notice, shall be deemed
equivalent to the giving of such notice.
ARTICLE
XI
AMENDMENTS
These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a
majority of the directors present at any meeting of the Board of Directors of
the corporation at which a quorum is present.
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ARTICLE
XII
EXECUTIVE
COMMITTEE
Section
12.1 Appointment. The
Board of Directors by resolution adopted by a majority of the full Board, may
designate two or more of its members to constitute an Executive
Committee. The designation of such Committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.
Section
12.2 Authority. The
Executive Committee, when the Board of Directors is not in session, shall have
and may exercise all of the authority of the Board of Directors except to the
extent, if any, that such authority shall be limited by the resolution
appointing the Executive Committee and except also that the Executive Committee
shall not have the authority of the Board of Directors in reference to amending
the Articles of Incorporation, adopting a plan of merger or consolidation,
recommending to the shareholders the sale, lease or other disposition of all or
substantially all of the property and assets of the corporation otherwise than
in the usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the corporation or a revocation thereof,
or amending the Bylaws of the corporation.
Section
12.3 Tenure and
Qualifications. Each member of the Executive Committee shall
hold office until the next regular annual meeting of the Board of Directors
following his designation and until his successor is designated as a member of
the Executive Committee and is elected and qualified.
Section
12.4 Meetings. Regular
meetings of the Executive Committee may be held without notice at such time and
places as the Executive Committee may fix from time to time by
resolution. Special meetings of the Executive Committee may be called
by any member thereof upon not less than one days notice stating the place, date
and hour of the meeting, which notice may be written or oral, and if mailed,
shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the Executive Committee at his business
address. Any member of the Executive Committee may waive notice of
any meeting and no notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the Executive Committee
need not state the business proposed to be transacted at the
meeting.
Section
12.5 Quorum. A
majority of the members of the Executive Committee shall constitute a quorum for
the transaction of business at any meeting thereof, and action of the Executive
Committee must be authorized by the affirmative vote of a majority of the
members present at a meeting at which a quorum is present.
Section
12.6 Action by
Executive Committee Without a Meeting. Any action required or
permitted to be taken by the Executive Committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members entitled to vote with respect to the
subject matter thereof.
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Section
12.7 Vacancies. Any
vacancy in the Executive Committee may be filled by a resolution adopted by a
majority of the full Board of Directors.
Section
12.8 Resignations and
Removal. Any member of the Executive Committee may be removed
at any time with or without cause by resolution adopted by a majority of the
full Board of Directors. Any member of the Executive Committee may
resign from the Executive Committee at any time by giving written notice to the
President or Secretary of the corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section
12.9 Procedure. The
Executive Committee shall elect a presiding officer from its members and may fix
its own rules of procedure which shall not be inconsistent with these
Bylaws. It shall keep regular minutes of its proceedings and report
the same to the Board of Directors for its information at the meeting thereof
held next after the proceedings shall have been taken.
ARTICLE
XIII
EMERGENCY
BYLAWS
The
Emergency Bylaws provided in this Article XIII shall be operative during any
emergency in the conduct of the business of the corporation resulting from an
attack on the United States or any nuclear or atomic disaster, notwithstanding
any different provision in the preceding articles of the Bylaws or in the
Articles of Incorporation of the corporation or in the Colorado Business
Corporation Act. To the extent not inconsistent with the provisions
of this article, the Bylaws provided in the preceding articles shall remain in
effect during such emergency and upon its termination the Emergency Bylaws shall
cease to be operative.
During
any such emergency:
(a) A
meeting of the Board of Directors may be called by any officer or director of
the corporation. Notice of the time and place of the meeting shall be
given by the person calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication. Such
notice shall be given at such time in advance of the meeting as circumstances
permit in the judgment of the person calling the meetings.
(b) At
any such meeting of the Board of Directors, a quorum shall consist of the number
of directors in attendance at such meeting.
(c) The
Board of Directors, either before or during any such emergency, may, effective
in the emergency, change the principal office or designate several alternative
principal offices or regional offices, or authorize the officers so to
do.
(d) The
Board of Directors, either before or during any such emergency, may provide, and
from time to time modify, lines of succession in the event that during such an
emergency any or all officers or agents of the corporation shall for any reason
be rendered incapable of discharging their duties.
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(e) No
officer, director or employee acting in accordance these Emergency Bylaws shall
be liable except for willful misconduct.
(f) These
Emergency Bylaws shall be subject to repeal or change by further action of the
Board of Directors or by action of the shareholders, but no such repeal or
change shall modify the provisions of the next preceding paragraph with regard
to action taken prior to the time of such repeal or change. Any
amendment of these Emergency Bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the
emergency.
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