Attached files
Exhibit 3.7
BYLAWS
OF
SMSA TREEMONT ACQUISITION CORP.
TABLE OF CONTENTS
ARTICLE I |
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OFFICES |
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Section 1. Registered Office |
1 | |||
Section 2. Other Offices |
1 | |||
ARTICLE II |
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STOCKHOLDERS |
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Section 1. Place of Meetings |
1 | |||
Section 2. Annual Meeting |
1 | |||
Section 3. List of Stockholders |
1 | |||
Section 4. Special Meetings |
1 | |||
Section 5. Notice |
1 | |||
Section 6. Quorum |
2 | |||
Section 7. Voting |
2 | |||
Section 8. Method of Voting |
2 | |||
Section 9. Record Date |
2 | |||
Section 10. Action by Consent |
2 | |||
ARTICLE III |
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BOARD OF DIRECTORS |
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Section 1. Management |
3 | |||
Section 2. Qualification; Election; Term |
3 | |||
Section 3. Number; Election; Term; Qualification |
3 | |||
Section 4. Removal |
3 | |||
Section 5. Vacancies |
3 | |||
Section 6. Place of Meetings |
3 | |||
Section 7. Annual Meeting |
3 | |||
Section 8. Regular Meetings |
3 | |||
Section 9. Special Meetings |
3 | |||
Section 10. Quorum |
4 | |||
Section 11. Interested Directors |
4 | |||
Section 12. Action by Consent |
4 | |||
Section 13. Compensation of Directors |
4 | |||
ARTICLE IV |
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COMMITTEES |
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Section 1. Designation |
4 | |||
Section 2. Number; Qualification; Term |
4 | |||
Section 3. Authority |
4 | |||
Section 4. Change in Number |
5 | |||
Section 5. Removal |
5 | |||
Section 6. Vacancies |
5 | |||
Section 7. Meetings |
5 | |||
Section 8. Quorum; Majority Vote |
5 | |||
Section 9. Compensation |
5 | |||
Section 10. Committee Charters |
5 |
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ARTICLE V |
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NOTICE |
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Section 1. Form of Notice |
6 | |||
Section 2. Waiver |
6 | |||
ARTICLE VI |
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OFFICERS AND AGENTS |
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Section 1. In General |
6 | |||
Section 2. Election |
6 | |||
Section 3. Other Officers and Agents |
6 | |||
Section 4. Compensation |
6 | |||
Section 5. Term of Office and Removal |
6 | |||
Section 6. Employment and Other Contracts |
6 | |||
Section 7. Chairman of the Board of Directors |
7 | |||
Section 8. President |
7 | |||
Section 9. Vice Presidents |
7 | |||
Section 10. Secretary |
7 | |||
Section 11. Assistant Secretaries |
7 | |||
Section 12. Treasurer |
7 | |||
Section 13. Assistant Treasurers |
7 | |||
Section 14. Bonding |
7 | |||
ARTICLE VII |
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CERTIFICATES REPRESENTING SHARES |
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Section 1. Form of Certificates |
8 | |||
Section 2. Lost Certificates |
8 | |||
Section 3. Transfer of Shares |
8 | |||
Section 4. Registration of Transfer |
8 | |||
Section 5. Registered Stockholders |
8 | |||
Section 6. Denial of Preemptive Rights |
8 | |||
ARTICLE VIII |
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GENERAL PROVISIONS |
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Section 1. Dividends |
9 | |||
Section 2. Reserves |
9 | |||
Section 3. Telephone and Similar Meetings |
9 | |||
Section 4. Books and Records |
9 | |||
Section 5. Fiscal Year |
9 | |||
Section 6. Seal |
9 | |||
Section 7. Advances of Expenses |
9 | |||
Section 8. Indemnification |
10 | |||
Section 9. Employee Benefit Plans |
10 | |||
Section 10. Insurance |
10 | |||
Section 11. Resignation |
10 | |||
Section 12. Amendment of Bylaws |
10 | |||
Section 13. Construction |
10 | |||
Section 14. Relation to the Articles of Incorporation |
10 |
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BYLAWS
OF
OF
SMSA Treemont Corp.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office and registered agent of SMSA
Treemont Acquisition Corp. (the Corporation) will be as from time to time set forth in the
Corporations Articles of Incorporation or in any certificate filed with the Secretary of State of
the State of Nevada, and the appropriate county Recorder or Recorders, as the case may be, to
amend such information.
Section 2. Other Offices. The Corporation may also have offices at such other places
both within and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Place of Meetings. All meetings of the stockholders for the election of
Directors will be held at such place, within or without the State of Nevada, as may be fixed from
time to time by the Board of Directors. Meetings of stockholders for any other purpose may be held
at such time and place, within or without the State of Nevada, as may be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meeting. An annual meeting of the stockholders will be held at such
time as may be determined by the Board of Directors, at which meeting the stockholders will elect
a Board of Directors, and transact such other business as may properly be brought before the
meeting.
Section 3. List of Stockholders. At least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in
alphabetical order, with the address of and the number of voting shares registered in the name of
each, will be prepared by the officer or agent having charge of the stock transfer books. Such list
will 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 days prior to the meeting, at the principal
place of business of the Corporation. Such list will be produced and kept open at the time and
place of the meeting during the whole time thereof, and will be subject to the inspection of any
stockholder who may be present.
Section 4. Special Meetings. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by law, the Articles of Incorporation or these Bylaws, may
be called by the Chairman of the Board, the President or the Board of Directors, or will be called
by the President or Secretary at the request in writing of the holders of not less than 30% of all
the shares issued, outstanding and entitled to vote. Such request will state the purpose or
purposes of the proposed meeting. Business transacted at all special meetings will be confined to
the purposes stated in the notice of the meeting unless all stockholders entitled to vote are
present and consent.
Section 5. Notice. Written or printed notice stating the place, day and hour of any
meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which
the meeting is called, will be delivered not less than ten nor more than sixty days before the
date of the meeting, either personally or by mail, by or at the direction of the Chairman of the
Board, the President, the Secretary, or the officer or person calling the
meeting, to each stockholder of record entitled to vote at the meeting. If mailed, such notice
will be deemed to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
Section 6. Quorum. At all meetings of the stockholders, the presence in person or by
proxy of the holders of a majority of the shares issued and outstanding and entitled to vote on
that matter will be necessary and sufficient to constitute a quorum for the transaction of business
except as otherwise provided by law, the Articles of Incorporation or these Bylaws. If, however,
such quorum is not present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, will have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum is
present or represented. If the adjournment is for more than 30 days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given
to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a
quorum is present or represented, any business may be transacted that might have been transacted at
the meeting as originally notified.
Section 7. Voting. When a quorum is present at any meeting of the Corporations
stockholders, the vote of the holders of a majority of the shares present in person or by proxy
entitled to vote on, and voted for or against, any matter will decide any questions brought before
such meeting, unless the question is one upon which, by express provision of law, the Articles of
Incorporation or these Bylaws, a different vote is required, in which case such express provision
will govern and control the decision of such question. The stockholders present in person or by
proxy at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Section 8. Method of Voting. Each outstanding share of the Corporations capital
stock, regardless of class or series, will be entitled to one vote on each matter submitted to a
vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any
class or series are limited or denied by the Articles of Incorporation, as amended from time to
time. At any meeting of the stockholders, every stockholder having the right to vote will be
entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to such meeting, unless such
instrument provides for a longer period. A telegram, telex, cablegram or similar transmission by
the stockholder, or a photographic, photostatic, facsimile or similar reproduction of a writing
executed by the stockholder, shall be treated as an execution in writing for purposes of the
preceding sentence. Each proxy will be revocable unless expressly provided therein to be
irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest
with which it is coupled is an interest in the stock itself or an interest in the Corporation
generally. Such proxy will be filed with the Secretary of the Corporation prior to or at the time
of the meeting. Voting on any question or in any election, other than for directors, may be by
voice vote or show of hands unless the presiding officer orders, or any stockholder demands, that
voting be by written ballot.
Section 9. Record Date. The Board of Directors may fix in advance a record date for
the purpose of determining stockholders entitled to notice of or to vote at a meeting of
stockholders, which record date will not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date will not be less than ten
nor more than sixty days prior to such meeting. In the absence of any action by the Board of
Directors, the close of business on the date next preceding the day on which the notice is given
will be the record date, or, if notice is waived, the close of business on the day next preceding
the day on which the meeting is held will be the record date.
Section 10. Action by Consent. Except as prohibited by law, any action required or
permitted by law, the Articles of Incorporation or these Bylaws to be taken at a meeting of the
stockholders of the Corporation may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, is signed 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 and will be
delivered to the Corporation by delivery to its registered office in Nevada, its principal place
of business or an officer or agent of the Corporation having custody of the minute book.
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ARTICLE III
BOARD OF DIRECTORS
Section 1. Management. The business and affairs of the Corporation will be managed by
or under the direction of its Board of Directors who may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.
Section 2. Qualification; Election; Term. Each Director must be a natural person at
least 18 years of age. None of the Directors need be a stockholder of the Corporation or a
resident of the State of Nevada. The Directors will be elected by written ballot, by plurality
vote at the annual meeting of the stockholders, except as hereinafter provided, and each Director
elected will hold office until whichever of the following occurs first: his successor is elected
and qualified, his resignation, his removal from office by the stockholders or his death.
Section 3. Number; Election; Term; Qualification. The number of Directors which shall
constitute the Board of Directors shall be not less than one. The first Board of Directors shall
consist of the number of Directors named in the Articles of Incorporation. Thereafter, the number
of Directors which shall constitute the entire Board of Directors shall be determined by
resolution of the Board of Directors at any meeting thereof, but shall never be less than one. No
decrease in the number of Directors will have the effect of shortening the term of any incumbent
Director. At each annual meeting of stockholders, Directors shall be elected to hold office until
their successors are elected and qualified or until their earlier resignation, removal from office
or death. No Director need be a stockholder, a resident of the State of Nevada, or a citizen of
the United States.
Section 4. Removal. Any Director may be removed either for or without cause at any
special meeting of stockholders by the affirmative vote of the stockholders representing not less
than two-thirds of the voting power of the issued and outstanding stock entitled to vote for the
election of such Director; provided, that notice of intention to act upon such matter has been
given in the notice calling such meeting.
Section 5. Vacancies. Newly created directorships resulting from any increase in the
authorized number of Directors and any vacancies occurring in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from office of any Directors or
otherwise, may be filled by the vote of a majority of the Directors then in office, though less
than a quorum, or a successor or successors may be chosen at a special meeting of the stockholders
called for that purpose. A Director elected to fill a vacancy will be elected for the unexpired
term of his predecessor in office or until whichever of the following occurs first: his successor
is elected and qualified, his resignation, his removal from office by the stockholders or his
death.
Section 6. Place of Meetings. Meetings of the Board of Directors, regular or special,
may be held at such place within or without the State of Nevada as may be fixed from time to time
by the Board of Directors.
Section 7. Annual Meeting. The first meeting of each newly elected Board of Directors
will be held without further notice immediately following the annual meeting of stockholders and
at the same place, unless by unanimous consent, the Directors then elected and serving change such
time or place.
Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held
with or without notice and at such time and place as is from time to time determined by resolution
of the Board of Directors.
Section 9. Special Meetings. Special meetings of the Board of Directors may be called
by the Chairman of the Board or the President on oral or written notice to each Director, given
either personally, by telephone, by facsimile or by mail, delivered not less than twenty-four
hours in advance of the meeting; special meetings will be called by the Chairman of the Board,
President or Secretary in like manner and on like notice on the written request of at least two
Directors. Except as may be otherwise expressly provided by law, the Articles of Incorporation or
these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting
need be specified in a notice or waiver of notice.
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Section 10. Quorum. At all meetings of the Board of Directors the presence of a
majority of the number of Directors then in office will be necessary and sufficient to constitute a
quorum for the transaction of business, and the affirmative vote of at least a majority of the
Directors present at any meeting at which there is a quorum will be the act of the Board of
Directors, except as may be otherwise specifically provided by law. the Articles of Incorporation
or these Bylaws. If a quorum is not present at any meeting of the Board of Directors, the Directors
present thereat may adjourn the meeting from time to time without notice other than announcement at
the meeting, until a quorum is present.
Section 11.
Interested Directors. No contract or transaction 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 the Corporations Directors
or officers are directors or officers or have a financial interest, will be void or voidable solely
for this reason, solely because the Director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof that authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if: (i) the material facts as to
his relationship or interest and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative vote of a majority of the disinterested
Directors, even though the disinterested Directors be less than a quorum, (ii) the material facts
as to his relationship or interest and as to the contract or transaction are disclosed or are known
to the stockholders entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders or (iii) 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 thereof or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or of a committee that
authorizes the contract or transaction.
Section 12. Action by Consent. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee of the Board of Directors may be taken without
such a meeting if a consent or consents in writing, setting forth the action so taken, is signed
by all the members of the Board of Directors or such committee, as the case may be.
Section 13. Compensation of Directors. Directors will receive such compensation for
their services and reimbursement for their expenses as the Board of Directors, by resolution, may
establish; provided that nothing herein contained will be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES
Section 1. Designation. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate from among its members an executive committee and one or
more such other committees as it may determine necessary.
Section 2. Number; Qualification; Term. The executive committee and any other
designated committees shall consist of two or more Directors, not less than a majority of whom in
each case shall be Directors who are not officers or employees of the Corporation. The committees
shall serve at the pleasure of the Board of Directors.
Section 3. Authority. Each committee, to the extent provided in such resolution,
shall have and may exercise all of the authority of the Board of Directors in the management of
the business and affairs of the Corporation, except in the following matters and except where
action of the full Board of Directors is required by statute or by the Articles of Incorporation:
(a) | Amending the Articles of Incorporation; |
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(b) | Amending, altering or repealing the Bylaws of the Corporation or adopting new
Bylaws; |
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(c) | Approving and/or recommending or submitting to stockholders: |
(1) merger
(2) consolidation
(3) sale, lease (as lessor), exchange or other disposition of all or
substantially all the property and assets of the Corporation;
(4) dissolution;
(d) | Filling vacancies in the Board of Directors or any such committee; |
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(e) | Electing or removing officers of the Corporation or members of any such
committee; |
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(f) | Fixing compensation of any person who is a member of any such committee; |
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(g) | Declaring dividends; and |
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(h) | Altering or repealing any resolution of the Board of Directors. |
Section 4. Change in Number. The number of committee members may be increased or
decreased (but not below two) from time to time by resolution adopted by a majority of the whole
Board of Directors.
Section 5. Removal. Any committee member may be removed by the Board of Directors by
the affirmative vote of a majority of the whole Board, whenever in its judgment the best interests
of the Corporation will be served thereby.
Section 6. Vacancies. A vacancy occurring in any committee (by death, resignation,
removal or otherwise) may be filled by the Board of Directors in the manner provided for original
designation in Section 1 of this Article.
Section 7. Meetings. Time, place and notice (if any) of all committee meetings shall
be determined by the respective committee. Unless otherwise determined by a particular committee,
meetings of the committees may be called by any Director of the Corporation on not less than 12
hours notice to each member of the committee, either personally or by mail, telephone (including
voice mail), email or other electronic or other delivery means. Neither the business to be
transacted at, nor the purpose of, any meeting need be specified in a notice or waiver of notice of
any meeting. (See also Section 3 of Article VIII).
Section 8. Quorum; Majority Vote. At meetings of any committee, a majority of the
number of members designated by the Board of Directors shall constitute a quorum for the
transaction of business. The act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the committee, except as otherwise specifically provided by
statute or by the Articles of Incorporation or by these Bylaws. If a quorum is not present at a
meeting of the committee, the members present thereat may adjourn the meeting from time to time,
without notice other than an announcement at the meeting until a quorum is present.
Section 9. Compensation. Compensation of committee members shall be fixed pursuant to
the provisions of Section 14 of Article III of these bylaws.
Section 10. Committee Charters. Any committee designated by the Board of Directors
may adopt a charter governing any of the matters covered by Sections 2 and 4 through 9 of this
Article and, to the extent approved by the Board of Directors, any such charter shall supercede
the provisions of Sections 2 and 4 through 9 of this Article.
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ARTICLE V
NOTICE
Section 1. Form of Notice. Whenever by law, the Articles of Incorporation or of these
Bylaws, notice is to be given to any Director or stockholder, and no provision is made as to how
such notice will be given, such notice may be given: (i) in writing, by mail, postage prepaid,
addressed to such Director or stockholder at such address as appears on the books of the
Corporation or (ii) in any other method permitted by law. Any notice required or permitted to be
given by mail will be deemed to be given at the time the same is deposited in the United States
mail.
Section 2. Waiver. Whenever any notice is required to be given to any stockholder or
Director of the Corporation as required by law, the Articles of Incorporation or these Bylaws, a
waiver thereof in writing signed by the person or persons entitled to such notice, whether before
or after the time stated in such notice, will be equivalent to the giving of such notice.
Attendance of a stockholder or Director at a meeting will constitute a waiver of notice of such
meeting, except where such stockholder or Director attends for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business on the ground that the meeting
has not been lawfully called or convened.
ARTICLE VI
OFFICERS AND AGENTS
Section 1. In General. The officers of the Corporation will be elected by the Board
of Directors and will be a President, a Secretary and a Treasurer. The Board of Directors may also
elect a Chairman of the Board, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries
and Assistant Treasurers. Any two or more offices may be held by the same person.
Section 2. Election. The Board of Directors, at its first meeting after each annual
meeting of stockholders, will elect the officers, none of whom need be a member of the Board of
Directors.
Section 3. Other Officers and Agents. The Board of Directors may also elect and
appoint such other officers and agents as it deems necessary, who will be elected and appointed
for such terms and will exercise such powers and perform such duties as may be determined from
time to time by the Board of Directors.
Section 4. Compensation. The compensation of all officers and agents of the
Corporation will be fixed by the Board of Directors or any committee of the Board of Directors, if
so authorized by the Board of Directors.
Section 5. Term of Office and Removal. Each officer of the Corporation will hold
office until his death, his resignation or removal from office, or the election and qualification
of his successor, whichever occurs first. Any officer or agent elected or appointed by the Board
of Directors may be removed at any time, for or without cause, by the affirmative vote of a
majority of the entire Board of Directors, but such removal will not prejudice the contract
rights, if any, of the person so removed. If the office of any officer becomes vacant for any
reason, the vacancy may be filled by the Board of Directors.
Section 6. Employment and Other Contracts. The Board of Directors may authorize any
officer or officers or agent or agents to enter into any contract or execute and deliver any
instrument in the name or on behalf of the Corporation, and such authority may be general or
confined to specific instances. The Board of Directors may, when it believes the interest of the
Corporation will best be served thereby, authorize executive employment contracts that will have
terms no longer than ten years and contain such other terms and conditions as the Board of
Directors deems appropriate. Nothing herein will limit the authority of the Board of Directors to
authorize employment contracts for shorter terms.
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Section 7. Chairman of the Board of Directors. If the Board of Directors has elected
a Chairman of the Board, he will preside at all meetings of the stockholders and the Board of
Directors. Except where by law the
signature of the President is required, the Chairman will have the same power as the President to
sign all certificates, contracts and other instruments of the Corporation, During the absence or
disability of the President, the Chairman will exercise the powers and perform the duties of the
President.
Section 8. President. The President will be the Chief Executive Officer of the
Corporation and, subject to the control of the Board of Directors, will supervise and control all
of the business and affairs of the Corporation. He will, in the absence of the Chairman of the
Board, preside at all meetings of the stockholders and the Board of Directors. The President will
have all powers and perform all duties incident to the office of President and will have such other
powers and perform such other duties as the Board of Directors may from time to time prescribe.
Section 9. Vice Presidents. Each Vice President will have the usual and customary
powers and perform the usual and customary duties incident to the office of Vice President, and
will have such other powers and perform such other duties as the Board of Directors or any
committee thereof may from time to time prescribe or as the President may from time to time
delegate to him. In the absence or disability of the President and the Chairman of the Board, a
Vice President designated by the Board of Directors, or in the absence of such designation the Vice
Presidents in the order of their seniority in office, will exercise the powers and perform the
duties of the President.
Section 10. Secretary. The Secretary will attend all meetings of the stockholders and
record all votes and the minutes of all proceedings in a book to be kept for that purpose. The
Secretary will perform like duties for the Board of Directors and committees thereof when
required. The Secretary will give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors. The Secretary will keep in safe
custody the seal of the Corporation. The Secretary will be under the supervision of the President.
The Secretary will have such other powers and perform such other duties as the Board of Directors
may from time to time prescribe or as the President may from time to time delegate to him.
Section 11. Assistant Secretaries. The Assistant Secretaries in the order of their
seniority in office, unless otherwise determined by the Board of Directors, will, in the absence
or disability of the Secretary, exercise the powers and perform the duties of the Secretary. They
will have such other powers and perform such other duties as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate to them.
Section 12. Treasurer. The Treasurer will have responsibility for the receipt and
disbursement of all corporate funds and securities, will keep full and accurate accounts of such
receipts and disbursements, and will deposit or cause to be deposited all moneys 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. The Treasurer will render to the Directors whenever they may
require it an account of the operating results and financial condition of the Corporation, and
will have such other powers and perform such other duties as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate to him.
Section 13. Assistant Treasurers. The Assistant Treasurers in the order of their
seniority in office, unless otherwise determined by the Board of Directors, will, in the absence
or disability of the Treasurer, exercise the powers and perform the duties of the Treasurer. They
will have such other powers and perform such other duties as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate to them.
Section 14. Bonding. The Corporation may secure a bond to protect the Corporation
from loss in the event of defalcation by any of the officers, which bond may be in such form and
amount and with such surety as the Board of Directors may deem appropriate.
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ARTICLE VII
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates. Certificates, in such form as may be determined by
the Board of Directors, representing shares to which stockholders are entitled will be delivered
to each stockholder. Such
certificates will be consecutively numbered and will be entered in the stock book of the
Corporation as they are issued. Each certificate will state on the face thereof the holders name,
the number, class of shares, and the par value of such shares or a statement that such shares are
without par value. They will be signed by the President or a Vice President and the Secretary or
an Assistant Secretary, and may be sealed with the seal of the Corporation or a facsimile thereof.
If any certificate is countersigned by a transfer agent, or an assistant transfer agent or
registered by a registrar, either of which is other than the Corporation or an employee of the
Corporation, the signatures of the Corporations officers may be facsimiles. In case any officer
or officers who have signed, or whose facsimile signature or signatures have been used on such
certificate or certificates, ceases to be such officer or officers of the Corporation, whether
because of death, resignation or otherwise, before such certificate or certificates have been
delivered by the Corporation or its agents, such certificate or certificates may nevertheless be
adopted by the Corporation and be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.
Section 2. Lost Certificates. The Board of Directors may direct that a new certificate
be issued in place of any certificate theretofore issued by the Corporation alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance thereof, may require the
owner of such lost or destroyed certificate, or his legal representative, to advertise the same in
such manner as it may require and/or to give the Corporation a bond, in such form, in such sum, and
with such surety or sureties as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been lost or destroyed.
When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of
record fails to notify the Corporation within a reasonable time after such holder has notice of it,
and the Corporation registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any claim against the
Corporation for the transfer of a new certificate.
Section 3. Transfer of Shares. Shares of stock will be transferable only on the books
of the Corporation by the holder thereof in person or by such holders duly authorized attorney.
Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it will be the duty of the Corporation or the transfer agent of the
Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.
Section 4. Registration of Transfer. The Corporation shall register the transfer of a
certificate for shares presented to it for transfer if:
(a) | Endorsement. The certificate is properly endorsed by the registered owner or by
his duly
authorized attorney; and |
||
(b) | Guarantee and Effectiveness of Signature. The signature of such person has been
guaranteed by a national banking association or member of the New York Stock
Exchange, and
reasonable assurance is given that such endorsements are effective; and |
||
(c) | Adverse Claims. The corporation has no notice of an adverse claim or has
discharged any
duty to inquire into such a claim; and |
||
(d) | Collection of Taxes. Any applicable law relating to the collection of taxes
has been
complied with. |
Section 5. Registered Stockholders. The Corporation will be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof and, accordingly,
will not be bound to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it has express or other notice thereof, except as
otherwise provided by law.
Section 6. Denial of Preemptive Rights. No stockholder of the Corporation nor other
person shall have any preemptive rights whatsoever.
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ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the outstanding shares of the Corporation,
subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting. Dividends may be declared and paid in cash, in
property, or in shares of the Corporation, subject to the provisions of the Nevada Revised
Statutes, as it may be amended from time to time, and the Articles of Incorporation. The Board of
Directors may fix in advance a record date for the purpose of determining stockholders entitled to
receive payment of any dividend, such record date to be not more than sixty days prior to the
payment date of such dividend or the Board of Directors may close the stock transfer books for such
purpose for a period of not more than sixty days prior to the payment date of such dividend. In the
absence of any action by the Board of Directors, the date upon which the Board of Directors adopts
the resolution declaring such dividend will be the record date.
Section 2. Reserves. There may be created by resolution of the Board of Directors out
of the surplus of the Corporation such reserve or reserves as the Directors from time to time, in
their discretion, deem proper to provide for contingencies, or to equalize dividends, or to repair
or maintain any property of the Corporation, or for such other purpose as the Directors may deem
beneficial to the Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created. Surplus of the Corporation to the extent so reserved will not be
available for the payment of dividends or other distributions by the Corporation.
Section 3. Telephone and Similar Meetings. Stockholders, Directors and committee
members may participate in and hold meetings by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can hear each other.
Participation in such a meeting will constitute presence in person at the meeting, except where a
person participates in the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has not been lawfully
called or convened.
Section 4. Books and Records. The Corporation will keep correct and complete books
and records of account and minutes of the proceedings of its stockholders and Board of Directors,
and will keep at its registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.
Section 5. Fiscal Year. The fiscal year of the Corporation will be fixed by
resolution of the Board of Directors.
Section 6. Seal. The Corporation may have a seal, and the seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Any officer of
the Corporation will have authority to affix the seal to any document requiring it.
Section 7. Advances of Expenses. Expenses (including attorneys fees) incurred by a
Director or officer in defending any civil, criminal, administrative or investigative 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 such Director or officer to
repay such amount if it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys
fees) incurred by former Directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the Corporation deems appropriate.
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Section 8. Indemnification. The Corporation will indemnify its Directors to the
fullest extent permitted by the Nevada Revised Statutes and may, if and to the extent authorized by
the Board of Directors, so indemnify its officers and any other person whom it has the power to
indemnify against liability, reasonable expense or other matter whatsoever.
Section 9.
Employee Benefit Plans. For purposes of this Article, the Corporation shall be
deemed to have requested a Director or officer to serve as a trustee, employee, agent, or similar
functionary of an employee benefit plan whenever the performance by him of his duties to the
Corporation also imposes duties on or otherwise involves services by him to the plan or
participants or beneficiaries of the plan. Excise taxes assessed on a Director or officer with
respect to an employee benefit plan pursuant to applicable law are deemed fines. Action taken or
omitted by a Director or officer with respect to an employee benefit plan in the performance of his
duties for a purpose reasonably believed by him to be in the interest of the participants and
beneficiaries of the plan is deemed to be for a purpose which is not opposed to the best interests
of the Corporation.
Section 10.
Insurance. The Corporation may at the discretion of the Board of Directors
purchase and maintain insurance on behalf of the Corporation and any person whom it has the power
to indemnify pursuant to law, the Articles of Incorporation, these Bylaws or otherwise.
Section 11. Resignation. Any Director, officer or agent may resign by giving written
notice to the President or the Secretary. Such resignation will take effect at the time specified
therein or immediately if no time is specified therein. Unless otherwise specified therein, the
acceptance of such resignation will not be necessary to make it effective.
Section 12. Amendment of Bylaws. These Bylaws may be altered, amended, or repealed at
any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a
majority of the Directors present at such meeting.
Section 13. Construction. Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural, and conversely.
If any portion of these Bylaws shall be invalid or inoperative, then, so far as is
reasonable and possible:
(a) | The remainder of these Bylaws shall be considered valid and operative, and |
||
(b) | Effect shall be given to the intent manifested by the portion held invalid or
inoperative. |
Section 14. Relation to the Articles of Incorporation. These Bylaws are subject to,
and governed by, the Articles of Incorporation of the Corporation.
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Adopted: May 3, 2010
|
By Order of the Board of Directors | |||
/s/ Timothy P. Halter
|
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