Attached files
Exhibit 3.11
LIFELOC
TECHNOLOGIES, INC.
BY-LAWS
ARTICLE I. -
Offices
The
principal offices of the corporation shall initially be at Wheat Ridge,
Colorado, but the board of directors, in its discretion, may keep and maintain
offices wherever the business of the corporation may require.
ARTICLE II. - Meeting of
Shareholders
1. Time and Place: Any
meeting of the shareholders, other than the annual meeting, may be held at such
time and place, within or outside of the State of Colorado, as may be fixed by
the board of directors or as shall be specified in the notice of the meeting or
waiver of notice of the meeting.
2. Annual Meeting: The
annual meeting of the shareholders shall be held at the offices of the
corporation or at such other place and at such date as the board of directors
may determine.
3. Special Meetings:
Special meetings of the shareholders, for any purpose or purposes, may be called
by the president, the board of directors, or the holders of not less than one
tenth of all of the shares entitled to vote at the meeting.
4. Record Date: For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the board of directors may fix in advance a date as
the record date for any such determination of shareholders. The record date may
not be fixed more than fifty and, in the case of a meeting of the shareholders,
not less than ten days before the date of the proposed action, except when it is
proposed that the authorized shares be increased, in which case the record date
shall be set not less than thirty days before the date of such
action.
5. Voting List: At least
ten days before each meeting of shareholders, the secretary of the corporation
shall make a complete list of the shareholders entitled to vote at such meeting,
or any adjournment of such meeting, which list shall be arranged in alphabetical
order and shall contain the address of and number of shares held by each
shareholder. This list shall be kept on file at the principal office of the
corporation for a period of ten days prior to such meeting, shall be produced
and kept open at the meeting, and shall be subject to inspection by any
shareholder during usual business hours of the corporation and during the whole
time of the meeting.
6. Notices: Written
notice stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than fifty days before the date of the
meeting unless it is proposed that the authorized shares be increased in which
case at least thirty days notice shall be given. Notice shall be given either
personally or by mail, 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, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, addressed
to the shareholder at his address as it appears on the stock transfer books of
the corporation. If delivered personally, such notice shall be deemed to be
delivered when handed to the shareholder or deposited at his address as it
appears on the stock transfer books of the corporation.
7. Quorum: Except as
otherwise provided by law, a majority of the shares present in person or by
proxy, shall constitute a quorum at any meeting of the shareholders. If a quorum
shall not be present or represented, the shareholders present in person or by
proxy may adjourn the meeting from time to time, without notice other than
announcement at the meeting, for a period not to exceed sixty days at any one
adjournment, until the number of shares required for a quorum shall be present.
At any such adjourned meeting at which a quorum is represented, any business may
be transacted which might have been transacted at the meeting originally called.
The shareholders present or represented at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
8. Voting: Except as
otherwise provided by law, all matters shall be decided by a vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter. Each outstanding share shall be entitled to one vote on each
matter submitted to a vote of the shareholders. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. Voting shall be oral, except as otherwise provided by law, but shall be
by written ballot if such written vote is demanded by any shareholder present in
person or by proxy and entitled to vote.
9. Waiver: Whenever law
or these bylaws require a notice of a meeting to be given, a written waiver of
notice signed by a shareholder entitled to notice, whether before, at, or after
the time stated in the notice, shall be equivalent to the giving of notice.
Attendance of a shareholder in person or by proxy at a meeting shall constitute
a waiver of notice of a meeting, except where a shareholder attends a meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
10. Action by Shareholders
Without a Meeting: Any action required to or which may 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 all of the
shareholders entitled to vote with respect to such action. Such consent may be
executed in counterparts and shall be effective as of the date of the last
signature thereon.
ARTICLE
III.-Directors
The
business and affairs of the corporation shall be managed by a board of directors
which shall exercise all the powers of the corporation, except as otherwise
provided by Colorado law or the articles of incorporation of the
corporation.
1. Number: The number of
directors of this corporation shall be a minimum of three and not more than
nine.
2. Election: The board
of directors shall be elected at the annual meeting of the shareholders or at a
special meeting called for that purpose.
3. Term: Each director
shall be elected to hold office until the next annual meeting of shareholders
and until his successor shall have been elected and
qualified.
4. Removal and
Resignation: Any director may be removed at a meeting expressly called
for that purpose, with or without cause, by a vote of the holders of the
majority of shares entitled to vote at an election of directors. Any director
may resign at any time by giving written notice to the president or to the
secretary, and acceptance of such resignation shall not be necessary to make it
effective unless the notice so provides.
5. Vacancies: Any
vacancy occurring on the board of directors and any directorship to be filled by
reason of an increase in the size of the board of directors shall be filled by
the affirmative vote of a majority, though less than a quorum, of the remaining
directors. A director elected to fill a vacancy shall hold office during the
unexpired term of his predecessor in office. A director elected to fill a
position resulting from an increase in the board of directors shall hold office
until the next annual meeting of shareholders and until his successor shall have
been elected and qualified.
6. Meetings: A regular
meeting of the board of directors shall be held immediately after, and at the
same place as, the annual meeting of shareholders. No notice of this meeting of
the board of directors need be given. The board of directors may, by resolution,
establish a time and place for additional regular meetings which may thereafter
be held without further notice. Special meetings of the board of directors may
be called by the president or by any member of the board of
directors.
7. Notices: Notice of a
special meeting stating the date, hour and place of such meeting shall be given
to each member of the board of directors by the secretary, the president or the
member of the board calling the meeting. The notice may be deposited in the
United States mail at least seven days before the meeting addressed to the
director at the last address he has furnished to the corporation for this
purpose, and any notice
so mailed shall be deemed to have been given at the time it is mailed. Notice
may also be given at least two days before the meeting in person, or by
telephone, prepaid telegram, telex, cablegram, facsimile, or radiogram, and such
notice shall be deemed to have been given at the time when the personal or
telephone conversation occurs, or when the telegram, telex, cablegram,
facsimile, or radiogram is either personally delivered to the director or
delivered to the last address of the director furnished to the corporation by
him for this purpose.
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8. Quorum: Except as
provided in subsection 5 of this Article III, a majority of the number of
directors fixed by these bylaws shall constitute a quorum for the transaction of
business at aii meetings of the board of directors. The act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the board of directors, except as otherwise specifically required by
law.
9. Waiver: A written
waiver of notice signed by a director entitled to notice, whether before, at, or
after the time stated therein, shall be equivalent to the giving of notice.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
10. Attendance by
Telephone: Any director shall be deemed present at a meeting of directors
if that director is present by conference telephone or similar communications
equipment which allows all participants to hear and be heard by each other or
otherwise participate immediately, fully and continuously during the
meeting.
11. Action by Directors Without
a Meeting: Any action required to or which may be taken at a meeting of
the board of directors 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
entitled to vote with respect to the proposed action. Such consent may be
executed in counterparts and shall be effective as of the date of the last
signature thereon.
ARTICLE IV. -
Committees
The board
of directors may establish committees for the performance of delegated or
designated functions to the extent permitted by law. The board of directors may
provide, by resolution or amendment to the bylaws, such powers, limitations, and
procedures for committees as the board deems advisable.
ARTICLE V. -
Officers
1. Number and Election:
The officers of the corporation shall be a president, one or more vice
presidents, a secretary and a treasurer, who shall be elected by the board of
directors. Any two or more offices may be held by the same person, except the
offices of president and secretary. In addition, the president may appoint one
or more assistant secretaries or assistant treasurers, and such other
subordinate officers as he shall deem necessary, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the president.
2. President: The
president shall be the chief executive officer of the corporation and shall
preside at all meetings of shareholders and of the board of directors. Subject
to the direction and control of the board of directors, he shall have general
and active management of the business of the corporation and shall see that all
orders and resolutions of the board of directors are carried into effect. He may
execute contracts, deeds and other instruments on behalf of the corporation as
is necessary and appropriate. He shall perform such additional functions and
duties as are appropriate and customary for the office of president and as the
board of directors may prescribe from time to time.
3. Vice President: The
vice president, or, if there shall be more than one, the vice presidents in the
order determined by the board of directors, shall be the officer(s) next in
seniority after the president. Each vice president shall also perform such
duties and exercise such powers as are appropriate and as are prescribed by the
board of directors or president. Upon the death, absence or disability of the
president, the vice president, or, if there shall be more than one, the vice
presidents in the order determined by the board of directors, shall perform the
duties and exercise the powers of the president.
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4. Secretary: The
secretary shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the board of directors, keep the minutes of
such meetings, have charge of the corporate seal and stock records, be
responsible for the maintenance of all corporate records and files and the
preparation and filing of reports to governmental agencies, other than tax
returns, have authority to affix the corporate seal to any instrument requiring
it (and, when so affixed, it may be attested by his signature), and perform such
other functions and duties as are appropriate and customary for the office of
secretary as the board of directors or the president may prescribe from time to
time.
5. Assistant Secretary:
The assistant secretary, or, if there shall be more than one, the assistant
secretaries in the order determined by the board of directors or the president,
shall, in the death, absence or disability of the secretary or in case such
duties are specifically delegated to him by the board of directors, president or
secretary, perform the duties and exercise the powers of the secretary and
shall, under the supervision of the secretary, perform such other duties and
have such other powers as may be prescribed from time to time by the board of
directors or the president.
6. Treasurer: The
treasurer shall have control of the funds and the care and custody of all
stocks, bonds and other securities owned by the corporation and shall be
responsible for the preparation and filing of tax returns. He shall receive all
moneys paid to the corporation and shall have authority to give receipts and
vouchers, to sign and endorse checks and warrants in its name and on its behalf,
and give full discharge for the same. He shall also have charge of disbursement
of the funds of the corporation, shall keep full and accurate records of the
receipts and disbursements, and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
shall be designated by the board of directors. He shall perform such other
duties and have such other powers as are appropriate and customary for the
office of treasurer as the board of directors or president may prescribe from
time to time.
7. Assistant Treasurer:
The assistant treasurer, or, if there shall be more than one, the assistant
treasurers in the order determined by the board of directors or the president,
shall, in the death, absence or disability of the treasurer or in case such
duties are specifically delegated to him by the board of directors, president or
treasurer, perform the duties and exercise the powers of the treasurer, and
shall, under the supervision of the treasurer, perform such other duties and
have such other powers as the board of directors or the president may prescribe
from time to time.
8. Removal and
Resignation: Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a majority of the board of
directors. Any officer appointed by the president may be removed at any time by
the board of directors or the president. Any officer may resign at any time by
giving written notice of his resignation to the president or to the secretary,
and acceptance of such resignation shall not be necessary to make it effective,
unless the notice so provides. Any vacancy occurring in any office, the election
or appointment to which is made by the board of directors, shall be filled by
the board of directors. Any vacancy occurring in any other office of the
corporation may be filled by the president for the unexpired portion of the
term.
9. Compensation:
Officers shall receive such compensation for their services as may be authorized
or ratified by the board of directors. Election or appointment of an officer
shall not of itself create a contract right to compensation for services
performed as such officer.
ARTICLE VI. -
Indemnification
1.
To the fullest extent permitted or provided by the Colorado Business Corporation
Act, as amended from time to time, the corporation shall indemnify any person
against all liability and expense incurred by reason of the fact that he is or
was a director or officer of the corporation or, while serving as a director or
officer of the corporation, he is or was serving at the request of the
corporation as a director, officer, partner, or trustee of, or in any similar
managerial or fiduciary position of, or as an employee or agent of, another
corporation, partnership, joint venture, trust, association, or other entity. In
addition to the foregoing obligation of indemnification, and with a view to
giving the person covered by these provisions the broadest possible indemnity,
the corporation shall also indemnify persons as provided in the succeeding
paragraphs of this Article VI.
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2. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that he is or was a director or officer of the corporation or, while serving as
a director or officer of the corporation, he is or was serving at the request of
the corporation as a director,
officer, partner, or trustee of, or in any similar managerial or
fiduciary position of, or as an employee or agent of, another corporation,
partnership, joint venture, trust, association, or other entity, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. 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 did not act in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
3. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the corporation or, while
serving as a director or officer of the corporation, he is or was serving at the
request of the corporation as a director, officer, partner, or trustee of, or in
any similar managerial or fiduciary position of, or as an employee or agent of,
another corporation, partnership, joint venture, trust, association or other
entity against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation; but no such
indemnification shall be made in respect of any claim, issue, or matter as to
which such person has been adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation unless, and then only to the
extent that, the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses that such court deems
proper.
4. To the
extent that a person entitled to indemnity under paragraph 2 or 3 of this
Article VI has been successful on the merits in defense of any action, suit, or
proceeding referred to in paragraph 2 or 3 of this Article VI or in defense of
any claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
5. Any
indemnification under paragraph 2 or 3 of this Article VI (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the person seeking indemnification
is proper in the circumstances because he has met the applicable standard of
conduct set forth in paragraph 2 or 3. Such determination shall be made by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit, or proceeding, or, if such a quorum is
not obtainable or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
shareholders.
6. Expenses
(including attorneys' fees) incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit, or proceeding as authorized in paragraph 5 of
this Article VI upon receipt of an undertaking by or on behalf of the person
seeking the advance to repay such amount unless it is ultimately determined that
he is entitled to be indemnified by the corporation against such expenses
pursuant to this Article VI.
7. The
indemnification provided by this Article VI shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under these articles of
incorporation, any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, and any procedure provided for by any of the foregoing,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be in the position that entitled him to such indemnification and shall inure to
the benefit of heirs, executors, and administrators of such a person. The
provisions of this Article VI shall not be deemed to preclude the corporation
from indemnifying other persons from similar or other expenses and liabilities
as the board of directors or the shareholders may determine in a specific
instance or by resolution of general application.
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8. The
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, fiduciary, or agent of the corporation or
who is or was serving at the request of the corporation as a director, officer,
partner, or trustee, or in any similar managerial or fiduciary position, or as
an employee or agent of another corporation, partnership, joint venture, trust,
or other entity, or any other person against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not he would be entitled to indemnification under the provisions of
this Article VI.
ARTICLE VII. -
Stock
1. Certificates:
Certificates representing shares of the capital stock of the corporation shall
be in such form as may be approved by the board of directors and shall be signed
by the president or any vice president and by the secretary or an assistant
secretary, or by any member of the board of directors. All certificates shall be
consecutively numbered and the names of the owners, the number of the shares and
the date of issue shall be entered on the books of the corporation. Each
certificate representing shares shall state upon its face (a) that the
corporation is organized under the laws of the State of Colorado, (b) the name
of the person to whom issued, (c) the number of shares which the certificate
represents (d) the par value of each share represented by the certificate, and
(e) any restrictions placed upon the transfer of the shares represented by the
certificate.
2. Facsimile Signatures:
Where a certificate is signed (1) by a transfer agent other than the corporation
or its employee, or (2) by a registrar other than the corporation or its
employee, any other signature on the certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature or signatures have been placed upon, any certificate, shall cease to
be such officer, transfer agent, or registrar, whether because of death,
resignation or otherwise, before the certificate is issued by the corporation,
it may nevertheless be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
3. Transfers of Stock:
Transfers of shares shall be made on the books of the corporation only upon
presentation of the certificate or certificates representing such shares
properly endorsed by the person or persons appearing upon the face of such
certificate to be the owner, or accompanied by a proper transfer or assignment
separate from the certificate, except as may otherwise be expressly provided by
the statutes of the State of Colorado or by order of a court of competent
jurisdiction. The officers or transfer agents of the corporation may, in their
discretion, require a signature guaranty before making any transfer. The
corporation shall be entitled to treat the person in whose name any shares of
stock are registered on its books as the owner of those shares for all purposes,
and shall not be bound to recognize any equitable or other claim or interest in
the shares on the part of any other person, whether or not the corporation shall
have notice of such claim or interest.
ARTICLE VIII. -
Seal
The board of
directors may adopt a seal which shall be circular in form and shall bear the
name of the corporation and the words "SEAL" AND "COLORADO" which, when adopted,
shall constitute the corporate seal of the corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or manually
reproduced.
ARTICLE IX. - Fiscal
Year
The board of
directors may, by resolution, adopt a fiscal year for this
corporation.
ARTICLE X. -
Amendment
These bylaws
may at any time and from time to time be amended, supplemented or repealed by
the board of directors.
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