Attached files
TUNDRA
GOLD CORP.
Incorporated
Under the Laws of the
State of
Nevada
___________________________________________________________
ARTICLE
I
Offices
The Corporation may have offices at
such other places, both within and without the State of Nevada, as the
Board of Directors may determine and designate from time to time or the business
of the Corporation requires.
ARTICLE
II
Books
The books and records of the
Corporation may be kept (except as otherwise provided by the laws of the State
of Nevada) outside of the State of Nevada and at such place or places as may be
designated by the Board of Directors.
ARTICLE
III
Stockholders
Section 1. Place of Meetings,
etc. Except as otherwise provided in these Bylaws, all meetings of
the stockholders shall be held at such dates, times and places, within or
without the State of Nevada, as shall be determined by the Board of Directors or
the President of the Corporation and as shall be stated in the notice of the
meeting or in waivers of notice thereof. If the place of any meeting
is not so fixed, it shall be held at the registered office of the Corporation in
the State of Nevada.
Section 2. Annual Meetings. The
Annual Meeting of stockholders of the Corporation for the election of Directors
and the transaction of such other business as may properly come before said
meeting shall be held at the principal business office of the Corporation or at
such other place or places either within or without the State of Nevada as may
be designated by the Board of Directors and stated in the notice of the meeting,
on a date not later than 120 days following the close of the fiscal year of the
Corporation as designated by the Board of Directors.
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Section 3. Special Meetings.
Special meetings of the stockholders of the Corporation shall be held whenever
called in the manner required by the laws of the State of Nevada for purposes as
to which there are special statutory provisions, and for other purposes whenever
called by resolution of the Board of Directors, or by the President, or by the
holders of a majority of the outstanding shares of capital stock of the
Corporation the holders of which are entitled to vote on matters that are to be
voted on at such meeting. Any such Special Meetings of stockholders
may be held at the principal business office of the Corporation or at such other
place or places, either within or without the State of Nevada, as may be
specified in the notice thereof. Business transacted at any Special
Meeting of stockholders of the Corporation shall be limited to the purposes
stated in the notice thereof. The notice shall state the date, time,
place and purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings.
Except as otherwise required or permitted by law, whenever the stockholders
of the Corporation are required or permitted to take any action at a
meeting, written notice thereof shall be given, stating the place, date and time
of the meeting and, unless it is the annual meeting, by or at whose direction it
is being issued. The notice also shall designate the place where the
stockholders’ list is available for examination, unless the list is kept at
the place where the meeting is to be held. Notice of a Special Meeting also
shall state the purpose or purposes for which the meeting is
called. A copy of the notice of any meeting shall be delivered
personally or shall be mailed, not less than ten (10) nor more than sixty (60)
days before the date of the meeting, to each stockholder of record entitled
to vote at the meeting. If mailed, the notice shall be given when deposited in
the United States mail, postage prepaid and shall be directed to each
stockholder at his or her address as it appears on the record of stockholders,
unless he or she shall have filed with the Secretary of the Corporation a
written request that notices to him or her be mailed to some other address, in
which case it shall be directed to him or her at the other address. Notice of
any meeting of stockholders shall not be required to be given to any stockholder
who shall attend the meeting, except for the express purpose of objecting
at the beginning thereof to the transaction of any business because the meeting
is not lawfully called or convened, or who shall submit, either before or
after the meeting, a signed waiver of notice. Unless the Board of
Directors, after the adjournment of such meeting, shall fix a new record date
for an adjourned meeting or unless the adjournment is for more than thirty (30)
days, notice of an adjourned meeting need not be given if the place, date and
time to which the meeting shall be adjourned is announced at the meeting at
which the adjournment is taken.
Section 5. List of Stockholders.
The officer of the Corporation who shall have charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order and showing the address and the number
of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours for a period of at least ten (10) days
prior to the meeting, either at a place specified in the notice of the meeting
or at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder present at the
meeting.
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Section 6. Quorum. Except
as otherwise expressly provided by the laws of the State of Nevada, or by the
Articles of Incorporation of the Corporation, or by these Bylaws, at any and all
meetings of the stockholders of the Corporation there must be present,
either in person or by proxy, stockholders owning a majority of the issued and
outstanding shares of the capital stock of the Corporation entitled to vote
at said meeting. At any meeting of stockholders at which a quorum is not
present, the holders of, or proxies for, a majority of the stock which is
represented at such meeting, may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for more
than thirty (30) days, or if after adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 7. Organization. The
President shall call to order meetings of the stockholders and shall act as
Chairman of such meetings. The Board of Directors or the stockholders may
appoint any stockholder or any Director or officer of the Corporation to act as
Chairman at any meeting in the absence of the President. The Secretary of the
Corporation shall act as secretary of all meetings of the stockholders, but in
the absence of the Secretary, the presiding officer may appoint any other person
to act as secretary of the meeting.
Section 8. Voting. Except as
otherwise provided by the Article of Incorporation of the Corporation or these
Bylaws, at any meeting of the stockholders each stockholder of record of the
Corporation having the right to vote thereat shall be entitled to one (1) vote
for each share of stock outstanding in his or her name on the books of the
Corporation as of the record date and entitling him or her to so vote. A
stockholder may vote in person or by proxy. Except as otherwise provided by the
law of the State of Nevada or by the Article of Incorporation of the
Corporation, any corporate action to be taken by a vote of the
stockholders, other than the election of directors, shall be authorized by not
less than a majority of the votes cast at a meeting by the stockholders present
in person or by proxy and entitled to vote thereon. Directors shall be elected
as provided in Section 1 of Article IV of these Bylaws. Written
ballots shall not be required for voting on any matter unless ordered by the
Chairman of the meeting.
Section 9. Proxies. Every
proxy shall be executed in writing by the stockholder or by his or her
attorney-in-fact.
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Section 10. Consent of Stockholders in
Lieu of Meeting. Unless otherwise provided in the Articles of
Incorporation of the Corporation, whenever the vote of the stockholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action by any provisions of the laws of the state of Nevada or of the
Articles of Incorporation, such corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed, in person or by proxy, by the holders of
outstanding stock 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 in person or by proxy.
Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing, but who were entitled to vote on the
matter.
ARTICLE
IV
Directors
Section 1. Number, Election and Term of
Office. The business and affairs of the Corporation shall be managed by
the Board of Directors. The number of Directors which shall constitute the whole
Board shall be not less than one (1) and not more than nine (9). Within such
limits, the number of Directors may be fixed from time to time by vote of the
stockholders or of the Board of Directors, at any regular or special meeting,
subject to the provisions of the Articles of Incorporation. The
initial board shall consist of three (3) Directors. Directors need not be
stockholders. Directors shall be elected at the Annual Meeting of the
stockholders of the Corporation, except as provided in Section 2 of this Article
IV, to serve until their respective successors are duly elected and qualified.
When used in these Bylaws, the phrase "entire Board" means the total number of
directors which the Corporation would have if there were no
vacancies.
Section 2. Vacancies and Newly Created
Directorships. Except as hereinafter provided, any vacancy in the office
of a Director occurring for any reason other than the removal of a Director
pursuant to Section 3 of this Article, and any newly created Directorship
resulting from any increase in the authorized number of Directors, may be filled
by a majority of the Directors then in office. In the event that any vacancy in
the office of a Director occurs as a result of the removal of a Director
pursuant to Section 3 of this Article, or in the event that vacancies occur
contemporaneously in the offices of all of the Directors, such vacancy or
vacancies shall be filled by the stockholders of the Corporation at a meeting of
stockholders called for that purpose. Directors chosen or elected as
aforesaid shall hold office until their respective successors are duly elected
and qualified.
Section 3. Removals. At
any meeting of stockholders of the Corporation called for that purpose, the
holders of a majority of the shares of capital stock of the Corporation entitled
to vote at such meeting may remove from office any or all of the Directors, with
or without cause.
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Section 4. Resignations. Any
director may resign at any time by giving written notice of his or her
resignation to the Corporation. A resignation shall take effect at
the time specified therein or, if the time when it shall become effective
shall not be specified therein, immediately upon its receipt, and, unless
otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
Section 5. Place of Meetings.
Except as otherwise provided in these Bylaws, all meetings of the Board of
Directors shall be held at the principal business office of the Corporation or
at such other place, within or without the State of Nevada, as the Board
determines from time to time.
Section 6. Annual
Meetings. The annual meeting of the Board of Directors shall
be held either (a) without notice immediately after the annual meeting of
stockholders and in the same place, or (b) as soon as practicable after the
annual meeting of stockholders on such date and at such time and place as the
Board determines.
Section 7. Regular
Meetings. Regular meetings of the Board of Directors shall be
held on such dates and at the principal business office of the Corporation or at
such other place, either within or without the State of Nevada, as the Board
determines. Notice of regular meetings need not be given, except as otherwise
required by law.
Section 8. Special
Meetings. Special meetings of the Board of Directors may be
called by the President or any two Directors on notice given to each Director,
and such meetings shall be held at the principal business office of the
Corporation or at such other place, either within or without the State of
Nevada, as shall be specified in the notices thereof. The request
shall state the date, time, place and purpose or purposes of the proposed
meeting.
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Section 9. Notice of
Meetings. Notice of each special meeting of the Board of
Directors (and of each annual meeting held pursuant to subdivision (b) of
Section 6 of this Article IV) shall be given, not later than 24 hours before the
meeting is scheduled to commence, by the President or the Secretary and shall
state the place, date and time of the meeting. Notice of each meeting may be
delivered to a Director by hand or given to a director orally (whether by
telephone or in person) or mailed or telegraphed to a Director at his or
her residence or usual place of business, provided, however, that if notice of
less than 72 hours is given it may not be mailed. If mailed, the
notice shall be deemed to have been given when deposited in the United States
mail, postage prepaid, and if telegraphed, the notice shall be deemed to
have been given when the contents of the telegram are transmitted to the
telegraph service with instructions that the telegram immediately be
dispatched. Notice of any meeting need not be given to any Director who shall
submit, either before or after the meeting, a signed waiver of notice or who
shall attend the meeting, except if such Director shall attend for the express
purpose of objecting at the beginning thereof to the transaction of any
business because the meeting is not lawfully called or convened. Notice of any
adjourned meeting, including the place, date and time of the new meeting,
shall be given to all Directors not present at the time of the adjournment,
as well as to the other Directors unless the place, date and time of the new
meeting is announced at the adjourned meeting.
Section 10. Quorum. Except as
otherwise provided by the laws of the State of Nevada or in these Bylaws, at all
meetings of the Board of Directors of the Corporation a majority of the
entire Board shall constitute a quorum for the transaction of business, and
the vote of a majority of the Directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors. A majority of
the Directors present, whether or not a quorum is present, may adjourn any
meeting to another place, date and time.
Section 11. Conduct of Meetings.
At each meeting of the Board of Directors of the Corporation, the President or,
in his or her absence, a Director chosen by a majority of the Directors present
shall act as Chairman of the meeting. The Secretary or, in his or her absence,
any person appointed by the Chairman of the meeting shall act as Secretary of
the meeting and keep the minutes thereof. The order of business at all meetings
of the Board shall be as determined by the Chairman of the meeting.
Section 12. Committees of the
Board. The Board of Directors, by resolution adopted by a
majority of the entire Board of Directors, may designate an executive committee
and other committees, each consisting of one (1) or more Directors. Each
committee (including the members thereof) shall serve at the pleasure of
the Board of Directors and shall keep minutes of its meetings and report the
same to the Board of Directors. The Board of Directors may designate one or more
Directors as alternate members of any committee. Alternate members may replace
any absent or disqualified member or members at any meeting of a committee.
In addition, in the absence or disqualification of a member of a committee,
if no alternate member has been designated by the Board of Directors, the
members present at any meeting and not disqualified from voting, whether or
not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of the absent or
disqualified member.
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Except as limited by the laws of the
State of Nevada, each committee, to the extent provided in the resolution
establishing it, shall have and may exercise all the powers and authority of the
Board of Directors with respect to all matters.
Section 13. Operation of
Committees. A majority of all the members of a committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of all the members of a committee present at a meeting at which a quorum is
present shall be the act of the committee. Each committee shall adopt
whatever other rules of procedure it determines for the conduct of its
activities.
Section 14. Consent to Action.
Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee may be taken without a meeting if all members of
the Board of Directors or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.
Section 15. Meetings Held Other Than in
Person. Unless otherwise restricted by the Articles of Incorporation or
these Bylaws, members of the Board of Directors or any committee may participate
in a meeting of the Board of Directors or committee, as the case may be, by
means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at the
meeting.
Section 16. Compensation of
Directors. Directors, as such, shall not receive any stated salary for
their services, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for the attendance at each regular or special
meeting of the Board; however nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefore.
ARTICLE
V
Officers
Section 1. Number, Election and Term of
Office. The officers of the Corporation shall be a President, a
Treasurer, and a Secretary, and may at the discretion of the Board of Directors
include a Chief Executive Officer, a Chief Financial Officer, Chairman of the
Board and one or more Vice Presidents, Director of Corporate Development,
General Managers, Assistant Treasurers and Assistant Secretaries. The officers
of the Corporation shall be elected annually by the Board of Directors at its
meeting held immediately after the Annual Meeting of the stockholders, and shall
hold their respective offices until their successors are duly elected and
qualified. Any two (2) or more offices may be held by the same person. The Board
of Directors may from time to time appoint such other officers and agents as the
interests of the Corporation may require and may fix their duties and terms of
office. Any officer may devote less than one hundred percent (100%) of his or
her working time to his or her activities as such.
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Section 2. The
President. The President shall be the chief executive and
operating officer of the Corporation, and shall preside at all meetings of
the stockholders and of the Board of Directors. The President shall
have general and active management of the business and affairs of the
Corporation, subject to the control of the Board, shall see that all orders and
resolutions of the Board are effectuated, and shall have such other powers and
duties as the Board assigns to him. He shall ensure that the books,
reports, statements, certificates and other records of the Corporation are kept,
made or filed in accordance with the laws of the State of Nevada. He shall cause
to be called regular and special meetings of the stockholders and of the Board
of Directors in accordance with these Bylaws. He may sign, execute and deliver
in the name of the Corporation all deeds, mortgages, bonds, contracts or other
instruments authorized by the Board of Directors, except in cases where the
signing, execution or delivery thereof shall be expressly delegated by the Board
of Directors or by these Bylaws to some other officer or agent of the
Corporation or where required by law to be otherwise signed, executed or
delivered. He may sign, jointly with the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer, certificates of stock of the
Corporation. He shall appoint and remove, employ and discharge, and
fix the compensation of all servants, agents, employees and clerks of the
Corporation other than the duly elected or appointed officers, subject to the
approval of the Board of Directors. In addition to the powers and duties
expressly conferred upon him by these Bylaws, he shall, except as otherwise
specifically provided by the laws of the State of Nevada, have such other powers
and duties as shall from time to time be assigned to him by the Board of
Directors.
Section 3. The Vice President.
There may be such Vice Presidents as the Board of Directors shall determine
from time to time, with duties determined by the Board of
Directors. If there is only one Vice President appointed by the
Board, he shall perform, in the absence or disability of the President, the
duties and exercise the powers of the President and shall have such other powers
and duties as the Board or the President assigns to him.
Section 4. The Secretary. The
Secretary may sign all certificates of stock of the Corporation jointly with the
President. He shall record all the proceedings of the meetings of the
stockholders and the Board of Directors of the Corporation in the books to be
kept for that purpose. He shall have safe custody of the seal of the
Corporation and, when authorized by the Board, he shall affix the same to
any corporate instrument, and when so affixed he may attest the same by his
signature. He shall keep the transfer books, in which all transfers of the
capital stock of the Corporation shall be registered, and the stock books, which
shall contain the names and addresses of all holders of the capital stock of the
Corporation and the number of shares held by each. He shall keep the
stock and transfer books available during business hours for inspection by any
stockholder and for the transfer of stock. He shall notify the Directors and
stockholders of the respective meetings as required by law or by these Bylaws of
the Corporation. He shall have and perform such other powers and
duties as may be required by law or the Bylaws of the Corporation, or which the
Board or the President may assign to him from time to
time.
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Section 5. Assistant
Secretaries. The Assistant Secretaries shall, during the absence or
incapacity of the Secretary, assume and perform all functions and duties which
the Secretary might lawfully do if present and not under any
incapacity.
Section 6. The
Treasurer. Subject to the control of the Board, the
Treasurer shall have the care and custody of the corporate funds and the
books relating thereto. He shall perform all other duties incident to the office
of Treasurer. He shall have such other powers and duties as the Board or the
President assigns to him from time to time. He shall keep full and accurate
accounts of all receipts and disbursements of the Corporation in books belonging
to the Corporation and shall deposit all monies and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board, and shall render to the President or
the Directors, whenever they may require it, an account of all his transactions
as Treasurer and an account of the business and financial position of the
Corporation. The Treasurer shall be the “Treasurer” for purposes of the laws of
the State of Nevada.
Section 7. Assistant Treasurers.
The Assistant Treasurers shall, during the absence or incapacity of the
Treasurer, assume and perform all functions and duties which the Treasurer might
lawfully do if present and not under any incapacity.
Section 8. Transfer of
Duties. The Board of Directors may transfer the power and
duties, in whole or in part, of any officer to any other officer, or other
persons, notwithstanding the provisions of these Bylaws, except as otherwise
provided by the laws of the State of Nevada.
Section 9. Removals. Subject to
his or her earlier death, resignation or removal as hereinafter provided, each
officer shall hold his or her office until his or her successor shall have been
duly elected and shall have qualified. Any officer or agent of the
Corporation may be removed from office at any time, with or without cause, by
the affirmative vote of a majority of the entire Board, at a meeting of the
Board of Directors called for that purpose.
Section 10. Resignations. Any
officer or agent of the Corporation may resign at any time by giving written
notice of his or her resignation to the Board of Directors or to the President
or Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall
not be specified therein, immediately upon its receipt, and, unless
otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
Section 11. Vacancies. If
the office of President, Secretary or Treasurer becomes vacant for any reason,
the Board of Directors shall choose a successor to hold such office for the
unexpired term. If any other officer or agent becomes vacant for any reason, the
Board of Directors may fill the vacancy, and each officer so elected shall serve
for the remainder of his or her predecessor's term.
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Section 12. Compensation of
Officers. The officers shall receive such salary or compensation as may
be determined by the Board of Directors.
ARTICLE
V
Contracts, Checks and
Notes
Section 1. Contracts. Unless
the Board of Directors shall otherwise specifically direct, all contracts of the
Corporation shall be executed in the name of the Corporation by the President,
Vice President or chief executive officer of the Corporation.
Section 2. Checks and Notes. All
negotiable instruments of the Corporation shall be signed by such officers or
agents of the Corporation as may be designated by the Board of
Directors.
ARTICLE
VI
Provisions
Relating to Stock
Certificates and
Stockholders
Section 1. Certificates of
Stock. Certificates for the Corporation's capital stock shall be in
such form as required by law and as approved by the Board. Each
certificate shall be signed in the name of the Corporation by the President or
any Vice President and by the Secretary, the Treasurer or any Assistant
Secretary or any Assistant Treasurer and shall bear the seal of the Corporation
or a facsimile thereof. If any certificate is countersigned by a
transfer agent or registered by a registrar, other than the Corporation or
its employees, the signature of any officer of the Corporation may be a
facsimile signature. In case any officer, transfer agent or
registrar who shall have signed or whose facsimile signature was
placed on any certificate shall have ceased to be such officer, transfer agent
or registrar before the certificate shall be issued, it may nevertheless be
issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.
Section 2. Lost Certificates,
etc. The Corporation may issue a new certificate for
shares in place of any certificate theretofore issued by it, alleged to
have been lost, mutilated, stolen or destroyed, and the Board may require
the owner of the lost, mutilated, stolen or destroyed certificate, or his legal
representatives, to make an affidavit of that fact and to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss,
mutilation, theft or destruction of the certificate or the issuance of a new
certificate.
Section 3. Transfer of
Stock. Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
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Section 4. Record
Date. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders
entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or for the purpose of any other action, the
Board may fix in advance, a record date, which shall be not more than sixty (60)
nor less than ten (10) days before the date of any such meeting, nor more than
sixty (60) days prior to any other action.
Section 5. Registered
Stockholders. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to, or
interest in, such share or shares by any other person, whether or not it shall
have notice thereof, except as expressly provided by the laws of the State of
Nevada.
ARTICLE
VII
General
Provisions
Section 1. Dividends. To
the extent permitted by law, the Board shall have full power and
discretion, subject to the provisions of the Articles of Incorporation of
the Corporation and the terms of any other corporate document or instrument
binding upon the Corporation, to determine what, if any, dividends or
distributions shall be declared and paid or made. Dividends may be paid in cash,
in property, or in shares of capital stock, subject to the provisions of the
Articles of Incorporation. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sums as the Directors think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Directors think
conducive to the interests of the Corporation. The Directors may modify or
abolish any such reserve in the manner in which it was created.
Section 2. Seal. The
corporate seal of the Corporation shall have inscribed thereon the name of the
Corporation, the year of its organization and the words “Corporate Seal,
Nevada.”
Section 3. Fiscal
Year. The fiscal year of the Corporation shall end on April
30th.
Section 4. Voting Shares in Other
Corporations. Unless otherwise directed by the Board, shares in other
corporations which are held by the Corporation shall be represented
and voted only by the President or by a proxy or proxies appointed by him or
her.
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Section 5. Indemnification.
(a) The Corporation shall
indemnify any person who was, or is threatened to be made, a party to a
proceeding (as hereinafter defined) by reason of the fact that he or she (i) is
or was a director, officer, employee or agent of the Corporation, or (ii) while
a director, officer, employee or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, employee, agent or
similar functionary of another corporation, partnership, joint venture, trust or
other enterprise, to the fullest extent permitted under the Revised Statutes of
the State of Nevada, as the same exists or may hereafter be amended. Such right
shall be a contract right and as such shall run to the benefit of any director
or officer who is elected and accepts the position of director or officer of the
Corporation or elects to continue to serve as a director or officer of
the Corporation while this Article VII is in effect. The rights
conferred above shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, bylaw, resolution of stockholders
or directors, agreement or otherwise.
(b) As used herein, the
term "proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, any appeal
in such an action, suit or proceeding and any inquiry or investigation that
could lead to such an action, suit or proceeding.
(c) A director or officer
of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director or
officer, except for liability (i) for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law; or (ii) for the
payment of distributions in violation of the Revised Statutes of the State of
Nevada. Any repeal or amendment of this Article VII by the shareholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
arising from an act or omission occurring prior to the time of such repeal or
amendment. In addition to the circumstances in which a director or officer of
the Corporation is not personally liable as set forth in the foregoing
provisions of this Article VII, a director or officer shall not be liable to the
Corporation or its stockholders to such further extent as permitted by any law
hereafter enacted, including, without limitation, any subsequent amendment to
the Revised Statutes of the State of Nevada.
ARTICLE
VIII
Amendments
These Bylaws may be adopted, altered,
amended or repealed or new Bylaws may be adopted by the stockholders, or by the
Board of Directors by the Articles or Incorporation, at any regular meeting of
the stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon
the Board of Directors by the Articles of Incorporation it shall not divest or
limit the power of the stockholders to adopt, amend or repeal
Bylaws.
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