Attached files
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8-K - FORM 8-K - Greatmat Technology Corp | v200800_8k.htm |
EX-2.1 - EX-2.1 - Greatmat Technology Corp | v200800_2-1.htm |
EX-21 - EX-21 - Greatmat Technology Corp | v200800_ex21.htm |
EX-10.1 - EX-10.1 - Greatmat Technology Corp | v200800_ex10-1.htm |
Exhibit
3.2
BY-LAWS
OF
AURUM EXPLORATIONS,
INC.
A Nevada
Corporation
ARTICLE I -
OFFICES
The
registered office of the Corporation in the State of Nevada shall be located in
the City and State designated in the Articles of Incorporation. The Corporation
may also maintain offices at such other places within or without the State of
Nevada as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETING OF
SHAREHOLDERS
Section 1 - Annual
Meetings: (Chapter 78.310)
The
annual meeting of the shareholders of the Corporation shall be held at the time
fixed, from time to time, by the Directors.
Section 2 - Special
Meetings: (Chapter 78.310)
Special
meetings of the shareholders may be called by the Board of Directors or such
person or persons authorized by the Board of Directors and shall be held within
or without the State of Nevada.
Section 3 - Place of
Meetings: (Chapter 78.310)
Meetings
of shareholders shall be held at the registered office of the Corporation, or at
such other places, within or without the State of Nevada as the Directors may
from time to time fix. If no designation is made, the meeting shall be held at
the Corporation's registered office in the state of Nevada.
Section 4 - Notice of
Meetings: (Section 78.370)
(a)
Written or printed notice of each meeting of shareholders, whether annual or
special, signed by the president, vice president or secretary, stating the time
when and place where it is to be held, as well as the purpose or purposes for
which the meeting is called, shall be served either personally or by mail, by or
at the direction of the president, the secretary, or the officer or the person
calling the meeting, not less than ten or more than sixty days before the date
of the meeting, unless the lapse of the prescribed time shall have been waived
before or after the taking of such action, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may he required by law. If mailed, such notice shall be deemed to be given when deposited in the United States mail,
addressed to the shareholder as it appears on the share transfer records of the
Corporation or to the current address, which a shareholder has delivered to the
Corporation in a written notice.
*Unless
otherwise stated herein all references to "Sections" in these Bylaws refer to
those sections contained in Title 78 of the Nevada Private Corporations
Law.
(b)
Further notice to a shareholder is not required when notice of two consecutive
annual meetings, and all notices of meetings or of the taking of action by
written consent without a meeting to him or her during the period between those
two consecutive annual meetings; or all, and at least two payments sent by
first-class mail of dividends or interest on securities during a 12-month period
have been mailed addressed to him or her at his or her address as shown on the
records of the Corporation and have been returned undeliverable.
Section 5 - Quorum:
(Section 78.320)
(a)
Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), a quorum shall be
present at all meetings of shareholders of the Corporation, if the holders of a
majority of the shares entitled to vote on that matter are represented at the
meeting in person or by proxy.
(b) The
subsequent withdrawal of any shareholder from the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(c)
Despite the absence of a quorum at any meeting of shareholders, the shareholders
present may adjourn the meeting.
Section 6 - Voting and
Acting: (Section 78.320 & 78.350)
(a)
Except as otherwise provided by law, the Articles of Incorporation, or these
Bylaws, any corporate action, the affirmative vote of the majority of shares
entitled to vote on that matter and represented either in person or by proxy at
a meeting of shareholders at which a quorum is present, shall he the act of the
shareholders of the Corporation.
(b)
Except as otherwise provided by statute, the Certificate of Incorporation, or
these bylaws, at each meeting of shareholders, each shareholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.
(c) Where
appropriate communication facilities are reasonably available, any or all
shareholders shall have the right to participate in any shareholders' meeting,
by means of conference telephone or any means of communications by which all
persons participating in the meeting are able to hear each other.
NVBylaws-2
Section 7 - Proxies:
(Section 78.355)
Each
shareholder entitled to vote or to express consent or dissent without a meeting,
may do so either in person or by proxy, so long us such proxy is executed in
writing by the shareholder himself, his authorized officer, director, employee
or agent or by causing the signature of the stockholder to be affixed to the
writing by any reasonable means, including, but not limited to, a facsimile
signature, or by his attorney-in-fact there unto duly authorized in writing.
Every proxy shall be revocable at will unless the proxy conspicuously states
that it is irrevocable and the proxy is coupled with an interest.
A telegram, telex, cablegram, or similar transmission by the shareholder, or a
photographic, photostatic, facsimile, shall be treated as a valid proxy, and
treated as a substitution of the original proxy, so long as such transmission is
a complete reproduction executed by the shareholder. If it is determined that
the telegram, cablegram or other electronic transmission is valid, the persons
appointed by the Corporation to count the votes of shareholders and determine
the validity of proxies and ballots or other persons making those determinations
must specify the information upon which they relied. No proxy shall be valid
after the expiration of six months from the date of its execution, unless
otherwise provided in the proxy. Such instrument shall be exhibited to the
Secretary at the meeting and shall be filed with the records of the Corporation.
If any shareholder designates two or more persons to act as proxies, a majority
of those persons present at the meeting, or, if one is present, then that one
has and may exercise all of the powers conferred by the shareholder upon all of
the persons so designated unless the shareholder provides
otherwise.
Section 8 – Stockholder
Action Without a Meeting: (Section 78.320)
Except as
may otherwise be provided by any applicable provision of the Nevada Revised
Statutes, any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if, before or after the action, a
written consent thereto is signed by stockholders holding at least a majority of
the voting power; provided that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required. In no instance where action is authorized by written
consent need a meeting of stockholders be called or noticed.
ARTICLE III - BOARD OF
DIRECTORS
Section 1 - Number, Term,
Election and Qualifications: (Section 78.115, 78.330)
(a) The
first Board of Directors and all subsequent Boards of the Corporation shall
consist of ( ), not less than 1 nor more than 9, unless and until otherwise
determined by vote of a majority of the entire Board of Directors. The Board of
Directors or shareholders all have the power, in the interim between annual and
special meetings of the shareholders, to increase or decrease the number of
Directors of the Corporation. A Director need not be a shareholder of the
Corporation unless the Certificate of Incorporation of the Corporation or these
Bylaws so require.
(b)
Except as may otherwise be provided herein or in the Articles of Incorporation,
the members of the Board of Directors of the Corporation shall be elected at the
first annual shareholders' meeting and at each annual meeting thereafter, unless
their terms are staggered in the Articles of Incorporation of the Corporation or
these Bylaws, by a plurality of the votes cast at a meeting of shareholders, by
the holders of shares entitled to vote in the election.
NVBylaws-3
(c) The
first Board of Directors shall hold office until the first annual meeting of
shareholders and until their successors have been duly elected and qualified or
until there is a decrease in the number of
Directors. Thereinafter, Directors will be elected at the annual meeting of
shareholders and shall hold office until the annual meeting of the shareholders
next succeeding his election, unless their terms are staggered in the Articles
of Incorporation of the Corporation (so long as at least one - fourth in
number of the Directors of the Corporation are elected at each annual
shareholders' meeting) or these Bylaws, or until his prior death,
resignation or removal. Any Director may resign at any time upon written notice
of such resignation to the Corporation.
(d) All
Directors of the Corporation shall have equal voting power unless the Articles
of Incorporation of the Corporation provide that the voting power of individual
Directors or classes of Directors are greater than or less than that of any
other individual Directors or classes of Directors, and the different voting
powers may be stated in the Articles of Incorporation or may be dependent upon
any fact or event that may be ascertained outside the Articles of Incorporation
if the manner in which the fact or event may operate on those voting powers is
stated in the Articles of Incorporation. If the Articles of Incorporation
provide that any Directors have voting power greater than or less than other
Directors of the Corporation, every reference in these Bylaws to a majority or
other proportion of Directors shall be deemed to refer to majority or other
proportion of the voting power of all the Directors or classes of Directors, as
may be required by the Articles of Incorporation.
Section 2 - Duties and
Powers: (Section 78.120)
The Board
of Directors shall be responsible for the control and management of the business
and affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except such as those stated under Nevada state law,
are in the Articles of Incorporation or by these Bylaws, expressly conferred
upon or reserved to the shareholders or any other person or persons named
therein.
Section 3 - Regular
Meetings; Notice: (Section 78.310)
(a) A
regular meeting of the Board of Directors shall be held either within or without
the State of Nevada at such time and at such place as the Board shall
fix.
(b) No
notice shall be required of any regular meeting of the Board of Directors and,
if given, need not specify the purpose of the meeting; provided, however, that
in case the Board of Directors shall fix or change the time or place of any
regular meeting when such time and place was fixed before such change, notice of
such action shall be given to each director who shall not have been present at
the meeting at which such action was taken within the time limited, and in the
manner set forth in these Bylaws with respect to special meetings, unless such
notice shall he waived in the manner set forth in these Bylaws.
Section 4 - Special
Meetings: Notice: (Section 78.310)
(a)
Special meetings of the Board of Directors shall he held at such time and place
as may be specified in the respective notices or waivers of notice
thereof.
NVBylaws-4
(b)
Except as otherwise required statute, written notice of special meetings shall
be mailed directly to each Director, addressed to him at his residence or usual
place of business, or delivered orally, with sufficient time for the convenient
assembly of Directors thereat, or shall be sent to him at such place by
telegram, radio or cable, or shall he delivered to him personally or given to
him orally, not later than the day before the day on which the meeting is to be
held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the United States mails, so
addressed, with postage prepaid. If notice is given by telegram, it shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
A notice, or waiver of notice, except as required by these Bylaws, need not
specify the business to be transacted at or the purpose or purposes of the
meeting.
(c)
Notice of any special meeting shall not he required to be given to any Director
who shall attend such meeting without protesting prior thereto or at its
commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section 5
Chairperson:
The
Chairperson of the Board, if any and if present, shall preside at all meetings
of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the President shall preside, and in his absence, any
other director chosen by the Board of Directors shall preside.
Section 6 - Quorum and
Adjournments: (Section 78.315)
(a) At
all meetings of the Board of Directors, or any committee thereof, the presence
of a majority of the entire Board, or such committee thereof, shall constitute a
quorum for the transaction of business, except as otherwise provided by law, by
the Certificate of Incorporation, or these Bylaws.
(b) A
majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present at time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment, to the other Directors who were present at the adjourned
meeting.
Section 7 - Manner of
Acting: (Section 78.315)
(a) At
all meetings of the Board of Directors, each director present shall have one
vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b)
Except as otherwise provided by law, by the Articles of Incorporation, or these
bylaws, action approved by a majority of the votes of the Directors present at
any meeting of the Board or any committee thereof, at which a quorum is present
shall be the act of the Board of Directors or any committee
thereof.
NVBylaws-5
(c) Any
action authorized in writing made prior or subsequent to such action, by all of
the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board or committee for all
purposes.
(d) Where
appropriate communications facilities are reasonably available, any or all
directors shall have the right to participate in any Board of Directors meeting,
or a committee of the Board of Directors meeting, by means of conference
telephone or any means of communications by which all persons participating in
the meeting are able to hear each other.
Section 8 -
Vacancies: (Section 78.335)
(a) Unless
otherwise provided for by the Articles of Incorporation of the Corporation, any
vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal or inability to act of any director, or other cause, shall be filled by
an affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board or by a sole remaining Director, at any regular meeting or
special meeting of the Board of Directors called for that purpose except
whenever the shareholders of any class or classes or series thereof are entitled
to elect one or more Directors by the Certificate of Incorporation of the
Corporation, vacancies and newly created directorships of such class or classes
or series may be filled by a majority of the Directors elected by such class or
classes or series thereof then in office, or by a sole remaining Director so
elected.
(b) Unless
otherwise provided for by law, the Articles of Incorporation or these Bylaws,
when one or more Directors shall resign from the board and such resignation is
effective at a future date, a majority of the directors, then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote otherwise to take effect when such resignation or
resignations shall become effective,
Section 9 -
Resignation: (Section 78.335)
A
Director may resign at any time by giving written notice of such resignation to
the Corporation.
Section 10 - Removal:
(Section 78.335)
Unless
otherwise provided for by the Articles of Incorporation, one or more or all the
Directors of the Corporation may be removed with or without cause at any time by
a vote of two-thirds of the shareholders entitled to vote thereon, at a special
meeting of the shareholders called for that purpose, unless the Articles of
Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation states in its
Articles of Incorporation that its Directors shall be elected by cumulative
voting and there are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of Directors would be
sufficient to elect him or her. If a Director was elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove that Director.
NVBylaws-6
Section 11 -
Compensation: (Section 78.140)
The Board
of Directors may authorize and establish reasonable compensation of the
Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the
Board.
Section 12 -
Committees: (Section 78.125)
Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board of Directors, may from time to time designate from among
its members one or more committees, and alternate members thereof, as they deem
desirable, each consisting of one or more members, with such powers and
authority (to the extent permitted by law and these Bylaws) as may be provided
in such resolution. Unless the Articles of Incorporation or Bylaws state
otherwise, the Board of Directors may appoint natural persons who are not
Directors to serve on such committees authorized herein. Each such committee
shall serve at the pleasure of the Board and, unless otherwise stated by law,
the Certificate of Incorporation of the Corporation or these Bylaws, shall be
governed by the rules and regulations stated herein regarding the Board of
Directors.
ARTICLE IV -
OFFICERS
Section 1 - Number,
Qualifications, Election and Term of Office: (Section
78.130)
(a) The
Corporation's officers shall have such titles and duties as shall be stated in
these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of
a president, secretary and treasurer, and also may have one or more vice
presidents, assistant secretaries and assistant treasurers and such other
officers as the Board of Directors may from time to time deem advisable. Any
officer may hold two or more offices in the Corporation.
(b) The
officers of the Corporation shall be elected by the Board of Directors at the
regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each
officer shall hold office until the annual meeting of the Board of Directors
next succeeding his election, and until his successor shall have been duly
elected and qualified, subject to earlier termination by his or her death,
resignation or removal.
Section 2 -
Resignation:
Any
officer may resign at any time by giving written notice of such resignation to
the Corporation.
NVBylaws-7
Section 3 -
Removal:
Any
officer elected by the Board of Directors may be removed, either with or without
cause, and a successor elected by the Board at any time, and any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer.
Section 4 -
Vacancies:
A
vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of Directors
may be filled by the Board of Directors.
Section 5 -
Bonds:
The
Corporation may require any or all of its officers or Agents to post a bond, or
otherwise, to the Corporation for the faithful performance of their positions or
duties.
Section 6 -
Compensation:
The
compensation of the officers of the Corporation shall he fixed from time to time
by the Board of Directors.
ARTICLE V - SHARES OF
STOCK
Section 1 -
Certificate of Stock: (Section
78.235)
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(a) The
shares of the Corporation shall be represented by certificates or shall he
uncertificated shares.
(b) Certificated
shares of the Corporation shall be signed, (either manually or by facsimile), by
officers or agents designated by the Corporation for such purposes, and shall
certify the number of shares owned by him in the Corporation. Whenever any
certificate is countersigned or otherwise authenticated by a transfer agent or
transfer clerk, and by a registrar, then a facsimile of the signatures of the
officers or agents, the transfer agent or transfer clerk or the registrar of the
Corporation may be printed or lithographed upon the certificate in lieu of the
actual signatures. If the Corporation uses facsimile signatures of its officers
and agents on its stock certificates, it cannot act as registrar of its own
stock, but its transfer agent and registrar may be identical if the institution
acting in those dual capacities countersigns or otherwise authenticates any
stock certificates in both capacities. If any officer who has signed or whose
facsimile signature has been placed upon such certificate, shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as he were such officer at the date of its
issue.
(c) If
the Corporation issues uncertificated shares as provided for in these Bylaws,
within a reasonable time after the issuance or transfer of such uncertificated
shares, and at least annually thereafter, the Corporation shall send the
shareholder a written statement certifying the number of Shares owned by such
shareholder in the Corporation.
NVBylaws-8
(d)
Except as otherwise provided by law, the rights and obligations of the holders
of uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be
identical.
Section 2 - Lost or
Destroyed Certificates: (Section 104.8405)
The Board
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed if the owner:
(a) so
requests before the Corporation has notice that the shares have been acquired by
a bona tide purchaser,
(b) files
with the Corporation a sufficient indemnity bond; and
(c) satisfies
such other requirements, including evidence of such loss, theft or destruction,
as may be imposed by the Corporation.
Section 3 - Transfers of
Shares: (Section 104.8401, 104.8406 & 104.8416)
(a)
Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney duly authorized by a written power of attorney; and
in the case of shares represented by certificates, only after the surrender to
the Corporation of the certificates representing such shares with such shares
properly endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and the payment of all stock transfer taxes due thereon.
(b) The
Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 4 - Record
Date: (Section 78.215 & 78.350)
(a) The
Board of Directors may fix, in advance, which shall not be more than sixty days
before the meeting or action requiring a determination of shareholders, as the
record date for the determination of shareholders entitled to receive notice of,
or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for
shareholders entitled to notice of meeting shall be at the close of business on
the day preceding the day on which notice is given, or, if no notice is given,
the day on which the meeting is held, or if notice is waived, at the close of
business on the day before the day on which the meeting is held.
NVBylaws-9
(b) The
Board of Directors may fix a record date, which shall not precede the date upon
which the resolution fixing the record date is adopted for shareholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights of shareholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful
action.
(c) A
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned
meeting.
Section 5 - Fractions of
Shares/Scrip: (Section 78.205)
The Board
of Directors may authorize the issuance of certificates or payment of money for
fractions of a share, either represented by a certificate or uncertificated,
which shall entitle the holder to exercise voting rights, receive dividends and
participate in any assets of the Corporation in the event of liquidation, in
proportion to the fractional holdings; or it may authorize the
payment in case of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the manual or facsimile signature of an officer
or agent of the Corporation or its agent for that purpose, exchangeable as
therein provided for full shares, but such scrip shall not entitle the holder to
any rights of shareholder, except as therein provided. The scrip may contain any
provisions or conditions that the Corporation deems advisable. If a scrip ceases
to be exchangeable for full share certificates, the shares that would otherwise
have been issuable as provided on the scrip are deemed to be treasury shares
unless the scrip Contains other provisions for their disposition.
ARTICLE VI- DIVIDENDS
(Section 78.215 & 78.288)
(a)
Dividends may be declared and paid out of any funds available therefor, as
often, in such amounts, and at such time or times as the Board of Directors may
determine and shares may be issued pro rata and without consideration to the
Corporation's shareholders or to the shareholders of one or more classes or
series.
(b)
Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless:
(i)
|
so
authorized by the Articles of Incorporation;
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(ii)
|
a
majority of the shareholders of the class or series to be issued approve
the issue; or
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NVBylaws-10
(iii)
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there
are no outstanding shares or the class or series of shares that are
authorized to be issued.
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ARTICLE VII - FISCAL
YEAR
The
fiscal year of the Corporation shall be fixed, and shall be subject to change by
the Board of Directors from time to time, subject to applicable
law.
ARTICLE VIII - CORPORATE
SEAL (Section 78.065)
The
corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate
document.
ARTICLE IX -
AMENDMENTS
Section 1 - By
Shareholders:
All
Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
filtered, amended or repealed by the Board of Directors.
Section 2 - By
Directors: (Section 78.120)
The Board
of Directors shall have power to make, adopt, alter, amend and repeal, from time
to time, Bylaws of the Corporation.
Whenever
any notice is required to be given by law, the Articles of Incorporation or
these Bylaws, a written waiver signed by the person or persons entitled to such
notice, whether before or after the meeting by any person, shall constitute a
waiver of notice of such meeting.
ARTICLE XI - INTERESTED
DIRECTORS: (Section 78.140)
No
contract or transaction shall be void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the Board,
or the committee of the shareholders which authorizes the contract or
transaction or his, her or their votes are counted for such purpose,
if:
NVBylaws-11
(a)
the material facts as to his, her or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee and are noted in the minutes of such meeting, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or
(b)
the material facts as to his, her or their relationship or relationships or
interest or interests and as to the contract or transaction are disclosed or are
known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or
(c)
the contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee of the
shareholders; or
(d)
the fact of the common directorship, office or financial interest is not
disclosed or known to the Director or Officer at the time the transaction is
brought before the Board of Directors of the Corporation for such
action.
Such
interested Directors may be counted when determining the presence of a quorum at
the Board of Directors' or committee meeting authorizing the contract or
transaction.
ARTICLE XII - ANNUAL LIST OF
OFFICERS, DIRECTORS AND REGISTERED AGENT: (Section 78.150 &
78.165)
The
Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
Corporation.
ARTICLE XIII -
INDEMNIFICATION
Section 1- Expenses for
Actions Other Than By or In the Right of the Corporation.
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 a director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, association or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with which 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, conviction or upon 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 which 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, that he had reasonable cause to believe that his
conduct was unlawful.
NVBylaws-12
Section 2 - Expenses for
Actions By or In the Right of the Corporation.
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 a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, association or other enterprise, 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 and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 3 - Successful
Defense.
To the
extent that any person referred to in the preceding two sections of this Article
XII has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in such sections, 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.
Section 4 - Determination to
Indemnify.
Any
indemnification under the first two sections of this Article XII (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 director or officer is
proper in the circumstances because he has met the applicable standard of
conduct set forth therein. Such determination shall be made (i) by the
stockholders, (ii) by the board of directors by majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (iii) if such quorum is not obtainable or, if a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion.
Section 5 - Expense
Advances.
Expenses
incurred by an officer or director in defending any 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 upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article XII.
NVBylaws-13
Section 6 - Provisions
Nonexclusive.
The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other sections of this Article XII shall not be deemed exclusive of any
other rights to which any person seeking indemnification or advancement of
expenses may be entitled under the articles of incorporation or under any other
bylaw, agreement, insurance policy, vote of stockholders or disinterested
directors, statute or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.
Section 7 -
Insurance.
By action
of the board of directors, notwithstanding any interest of the directors in the
action, the Corporation shall have power to purchase and maintain insurance, in
such amounts as the board of directors deems appropriate, on behalf of any
person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, association or
other enterprise, 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 is
indemnified against such liability or expense under the provisions of this
Article XII and whether or not the Corporation would have the power or would be
required to indemnify him against such liability under the provisions of this
Article XII or of the Nevada Revised Statutes §78.7502; §78.751 or §78.752 or by
any other applicable law.
Section 8 - Surviving
Corporation.
The board
of directors may provide by resolution that references to "the Corporation" in
this Article XII shall include, in addition to this Corporation, all constituent
corporations absorbed in a merger with this Corporation so that any person who
was a director or officer of such a constituent corporation or is or was serving
at the request of such constituent corporation as a director, employee or agent
of another corporation, partnership, joint venture, trust, association or other
entity shall stand in the same position under the provisions of this Article XII
with respect to this Corporation as he would if he had served this Corporation
in the same capacity or is or was so serving such other entity at the request of
this Corporation, as the case may be.
Section 9 -
Inurement.
The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article XII shall continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors, and
administrators of such person.
NVBylaws-14
Section 10 - Employees and
Agents.
To the
same extent as it may do for a director or officer, the Corporation may
indemnify and advance expenses to a person who is not and was not a director or
officer of the Corporation but who is or was an employee or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, association or other enterprise.
NVBylaws-15