Exhibit 3.2
BY-LAWS
OF
(A
NEVADA CORPORATION)
ARTICLE
I
OFFICES
Section
1. Registered Office.
The
registered office of the corporation in the State of Nevada shall be at such
a
place as the board shall resolve.
Section
2. Other Offices.
The
corporation shall also have and maintain an office or principal place of
business at such place as may be fixed by the Board of Directors, and 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
CORPORATE
SEAL
Section
3. Corporate Seal.
The
corporate seal shall consist of a die bearing the name of the corporation and
the inscription, "Corporate Seal-Nevada." Said seal may be used by causing
it or
a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
ARTICLE
III
STOCKHOLDERS'
MEETINGS
Section
4. Place of Meetings.
Meetings
of the stockholders of the corporation shall be held at such place, either
within or without the State of Nevada, as may be designated from time to time
by
the Board of Directors, or, if not so designated, then at the office of the
corporation required to be maintained pursuant to Section 2 hereof.
Section
5. Annual Meeting.
(a) The
annual meeting of the stockholders of the corporation, for the purpose of
election of directors and for such other business as may lawfully come before
it, shall be held on such date and at such time as may be designated from time
to time by the Board of Directors.
(b) At
an
annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be: (A) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
of
Directors, (B) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (C) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not later than the close of
business on the sixtieth (60th) day nor earlier than the close of business
on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting
was
held in the previous year or the date of the annual meeting has been changed
by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must
be
so received not earlier than the close of business on the ninetieth (90th)
day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
corporation. A stockholder's notice to the Secretary shall set forth as to
each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting
and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, (iv) any material interest
of
the stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity
as
a proponent to a stockholder proposal. Notwithstanding the foregoing, in order
to include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall
be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at
the
meeting that any such business not properly brought before the meeting shall
not
be transacted.
(c) Only
persons who are confirmed in accordance with the procedures set forth in this
paragraph (c) shall be eligible for election as directors. Nominations of
persons for election to the Board of Directors of the corporation may be made
at
a meeting of stockholders by or at the direction of the Board of Directors
or by
any stockholder of the corporation entitled to vote in the election of directors
at the meeting who complies with the notice procedures set forth in this
paragraph (c). Such nominations, other than those made by or at the direction
of
the Board of Directors, shall be made pursuant to timely notice in writing
to
the Secretary of the corporation in accordance with the provisions of paragraph
(b) of this Section 5. Such stockholder's notice shall set forth (i) as to
each
person, if any, whom the stockholder proposes to nominate for election or
re-election as a director: (A) the name, age, business address and residence
address of such person, (B) the principal occupation or employment of such
person, (c) the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person
or
persons (naming such person or persons) pursuant to which the nominations are
to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation
14A
under the 1934 Act (including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee and to serving
as a
director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of this Section
5.
At the request of the Board of Directors, any person nominated by a stockholder
for election as a director shall furnish to the Secretary of the corporation
that information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the procedures set forth in this paragraph (c). The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting,
and
the defective nomination shall be disregarded.
(d) For
purposes of this Section 5, "public announcement" shall mean disclosure in
a
press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section
13,
14 or 15(d) of the Exchange Act.
Section
6. Special Meetings.
(a) Special
meetings of the stockholders of the corporation may be called, for any
purpose
or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief
Executive Officer, or (iii) the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether
or
not there exist any vacancies in previously authorized directorships at the
time
any such resolution is presented to the Board of Directors for adoption), and
shall be held at such place, on such date, and at such time, as the Board of
Directors shall determine.
(b) If
a
special meeting is called by any person or persons other than the Board of
Directors, the request shall be in writing, specifying the general nature of
the
business proposed to be transacted, and shall be delivered personally or sent
by
registered mail or by tele-graphic or other facsimile transmission to the
Chairman of the Board of Directors, the Chief Executive Officer, or the
Secretary of the corporation. No business may be transacted at such special
meeting otherwise than specified in such notice. The Board of Directors shall
determine the time and place of such special meeting, which shall be held not
less than thirty-five (35) nor more than one hundred twenty (120) days after
the
date of the receipt of the request. Upon determination of the time and place
of
the meeting, the officer receiving the request shall cause notice to be given
to
the stockholders entitled to vote, in accordance with the provisions of Section
7 of these Bylaws. If the notice is not given within sixty (60) days after
the
receipt of the request, the person or persons requesting the meeting may set
the
time and place of the meeting and give the notice. Nothing
contained in this paragraph
(b)
shall
be construed as limiting, fixing, or affecting the time when a meeting of
stockholders called by action of the Board of Directors may be
held.
Section
7.
Notice of Meetings.
Except
as otherwise provided by law or the Articles of Incorporation, written notice
of
each meeting of stockholders shall be given not less than ten (10) nor more
than
sixty (60) days before the date of the meeting to each stockholder entitled
to
vote at such meeting, such notice to specify the place, date and hour and
purpose or purposes of the meeting. Notice of the time, place and purpose of
any
meeting of stockholders may be waived in writing, signed by the person entitled
to notice thereof, either before or after such meeting, and will be waived
by
any stockholder by his attendance thereat in person or by proxy, except when
the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Any stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects
as
if due notice thereof had been given.
Section
8. Quorum.
At all
meetings of stockholders, except where otherwise provided by statute or by
the
Articles of Incorporation, or by these Bylaws, the presence, in person or by
proxy duly authorized, of the holder or holders of not less than fifty percent
(50%) of the outstanding shares of stock entitled to vote shall constitute
a
quorum for the transaction of business. In the absence of a quorum, any meeting
of stockholders may be adjourned, from time to time, either by the chairman
of
the meeting or by vote of the holders of a majority of the shares represented
thereat, but no other business shall be transacted at such meeting. The
stockholders present at a duly called or convened meeting, at which a quorum
is
present, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. Except as
otherwise provided by law, the Articles of Incorporation or these Bylaws, all
action taken by the holders of a majority of the votes cast, excluding
abstentions, at any meeting at which a quorum is present shall be valid and
binding upon the corporation; provided, however, that directors shall be elected
by a plurality of the votes of the shares present in person or represented
by
proxy at the meeting and entitled to vote on the election of directors. Where
a
separate vote by a class or classes or series is required, except where
otherwise provided by the statute or by the Articles of Incorporation or these
Bylaws, a majority of the outstanding shares of such class or classes or series,
present in person or represented by proxy, shall constitute a quorum entitled
to
take action with respect to that vote on that matter and, except where otherwise
provided by the statute or by the Articles of Incorporation or these Bylaws,
the
affirmative vote of the majority (plurality, in the case of the election of
directors) of the votes cast, including abstentions, by the holders of shares
of
such class or classes or series shall be the act of such class or classes or
series.
Section
9. Adjournment and Notice of Adjourned Meetings.
Any
meeting of stockholders, whether annual or special, may be adjourned from time
to time either by the chairman of the meeting or by the vote of a majority
of
the shares casting votes, excluding abstentions. When a meeting is adjourned
to
another time or place, notice need not be given of the adjourned meeting if
the
time and place thereof are announced at the meeting at which the adjournment
is
taken. At the adjourned meeting, the corporation may transact any business
which
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days or if after the 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
10.
Voting Rights.
For the
purpose of determining those stockholders entitled to
vote
at
any meeting of the stockholders, except as otherwise provided by law, only
persons in
whose
names shares stand on the stock records of the corporation on the record date,
as provided in
Section
12 of these Bylaws, shall be entitled to vote at any meeting of stockholders.
Every person entitled to vote shall have the right to do so either in person
or
by an agent or agents authorized by a proxy granted in accordance with Nevada
law. An agent so appointed need not be a stockholder. No proxy shall be voted
after three (3) years from its date of creation unless the proxy provides for
a
longer period.
Section
11.
Joint Owners of Stock.
If
shares or other securities having voting power stand of record in the names
of
two (2) or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety, or otherwise, or if two
(2)
or more persons have the same fiduciary relationship respecting the same shares,
unless the Secretary is given written notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect: (a) if only one (1) votes, his act binds all; (b)
if
more than one (1) votes, the act of the majority so voting binds all; (c) if
more than one (1) votes, but the vote is evenly split on any particular matter,
each faction may vote the securities in question proportionally, or may apply
to
the Nevada Court of Chancery for relief as provided in the General Corporation
Law of Nevada, Section 217(b). If the instrument filed with the Secretary shows
that any such tenancy is held in unequal interests, a majority or even-split
for
the purpose of subsection (c) shall be a majority or even-split in
interest.
Section
12.
List of Stockholders.
The
Secretary 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, showing the address of each stockholder
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 within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting,
or,
if not specified, at the place where the meeting is to be held. The list shall
be produced and kept at the time and place of meeting during the whole time
thereof and may be inspected by any stockholder who is present.
Section
13.
Action Without Meeting.
No
action shall be taken by the stockholders except at an annual or special meeting
of stockholders called in accordance with these Bylaws, or by the written
consent of the stockholders.
Section
14.
Organization.
(a) At
every
meeting of stockholders, the Chairman of the Board of Directors, or, if a
Chairman has not been appointed or is absent, the President, or, if the
President is absent, a chairman of the meeting chosen by a majority in interest
of the stockholders entitled to vote, present in person or by proxy, shall
act
as chairman. The Secretary, or, in his absence, an Assistant Secretary directed
to do so by the President, shall act as secretary of the meeting.
(b) The
Board
of Directors of the corporation shall be entitled to make such rules or
regulations for the conduct of meetings of stockholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and regulations
of
the Board of Directors, if any, the chairman of the meeting shall have the
right
and authority to prescribe such rules, regulations and procedures and to do
all
such acts as, in the judgment of such chairman, are necessary, appropriate
or
convenient for the proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of those present,
limitations on participation in such meeting to stockholders of record of the
corporation and their duly authorized and constituted proxies and such other
persons as the chairman shall permit, restrictions on entry to the meeting
after
the time fixed for the commencement thereof, limitations on the time allotted
to
questions or comments by participants and regulation of the opening and closing
of the polls for balloting on matters which are to be voted on by ballot. Unless
and to the extent determined by the Board of Directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with rules of parliamentary procedure.
ARTICLE
IV
DIRECTORS
Section
15. Number and Qualification.
The
authorized number of directors of the corporation shall be not less than one
(1)
nor more than thirteen (13) as fixed from time to time by resolution of the
Board of Directors; provided that no decrease in the number of directors shall
shorten the term of any incumbent directors. Directors need not be stockholders
unless so required by the Articles of Incorporation. If for any cause, the
directors shall not have been elected at an annual meeting, they may be elected
as soon thereafter as convenient at a special meeting of the stockholders called
for that purpose in the manner provided in these Bylaws.
Section
16. Powers.
The
powers of the corporation shall be exercised, its business conducted and its
property controlled by the Board of Directors, except as may be otherwise
provided by statute or by the Articles of Incorporation.
Section
17. Election and Term of Office of Directors.
Members
of the Board of Directors shall hold office for the terms specified in the
Articles of Incorporation, as it may be amended from time to time, and until
their successors have been elected as provided in the Articles of
Incorporation.
Section
18. Vacancies.
Unless
otherwise provided in the Articles of Incorporation, any vacancies on the Board
of Directors resulting from death, resignation, disqualification, removal or
other causes and any newly created directorships resulting from any increase
in
the number of directors, shall unless the Board of Directors determines by
resolution that any such vacancies or newly created directorships shall be
filled by stockholder vote, be filled only by the affirmative vote of a majority
of the directors then in office, even though less than a quorum of the Board
of
Directors. Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the director for which the
vacancy was created or occurred and until such director's successor shall have
been elected and qualified. A vacancy in the Board of Directors
shall
be
deemed to exist under this Bylaw in the case of the death, removal or
resignation of any director.
Section
19. Resignation.
Any
director may resign at any time by delivering his written resignation to the
Secretary, such resignation to specify whether it will be effective at a
particular time, upon receipt by the Secretary or at the pleasure of the Board
of Directors. If no such specification is made, it shall be deemed effective
at
the pleasure of the Board of Directors. When one or more directors shall resign
from the Board of Directors, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have
power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office for the unexpired portion of the term of the director whose
place shall be vacated and until his successor shall have been duly elected
and
qualified.
Section
20. Removal.
Subject
to the Articles of Incorporation, any director may be removed by the affirmative
vote of the holders of a majority of the outstanding shares of the Corporation
then entitled to vote, with or without cause.
Section
21. Meetings.
(a) Annual
Meetings. The annual meeting of the Board of Directors shall be held immediately
after the annual meeting of stockholders and at the place where such meeting
is
held. No notice of an annual meeting of the Board of Directors shall be
necessary and such meeting shall be held for the purpose of electing officers
and transacting such other business as may lawfully come before it.
(b) Regular
Meetings. Except as hereinafter otherwise provided, regular meetings of the
Board of Directors shall be held in the office of the corporation required
to be
maintained pursuant to Section 2 hereof. Unless otherwise restricted by the
Articles of Incorporation, regular meetings of the Board of Directors may also
be held at any place within or without the state of Nevada which has been
designated by resolution of the Board of Directors or the written consent of
all
directors.
(c) Special
Meetings. Unless otherwise restricted by the Articles of Incorporation, special
meetings of the Board of Directors may be held at any time and place within
or
without the State of Nevada whenever called by the Chairman of the Board, the
President or any two of the directors.
(d) Telephone
Meetings. Any member of the Board of Directors, or of any committee thereof,
may
participate in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.
(e) Notice
of
Meetings. Notice of the time and place of all special meetings of the Board
of
Directors shall be orally or in writing, by telephone, facsimile, telegraph
or
telex, during normal business hours, at least twenty-four (24) hours before
the
date and time of the meeting, or sent in
writing
to each director by first class mail, charges prepaid, at least three (3) days
before the date of the meeting. Notice of any meeting may be waived in writing
at any time before or after the meeting and will be waived by any director
by
attendance thereat, except when the director attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any
business because the meeting is not lawfully called or convened.
(f) Waiver
of
Notice. The transaction of all business at any meeting of the Board of
Directors, or any committee thereof, however called or noticed, or wherever
held, shall be as valid as though had at a meeting duly held after regular
call
and notice, if a quorum be present and if, either before or after the meeting,
each of the directors not present shall sign a written waiver of notice. All
such waivers shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section
22. Quorum and Voting.
(a) Unless
the Articles of Incorporation requires a greater number and except with respect
to indemnification questions arising under Section 43 hereof, for which a quorum
shall be one-third of the exact number of directors fixed from time to time
in
accordance with the Articles of Incorporation, a quorum of the Board of
Directors shall consist of a majority of the exact number of directors fixed
from time to time by the Board of Directors in accordance with the Articles
of
Incorporation provided, however, at any meeting whether a quorum be present
or
otherwise, a majority of the directors present may adjourn from time to time
until the time fixed for the next regular meeting of the Board of Directors,
without notice other than by announcement at the meeting.
(b) At
each
meeting of the Board of Directors at which a quorum is present, all questions
and business shall be determined by the affirmative vote of a majority of the
directors present, unless a different vote be required by law, the Articles
of
Incorporation or these Bylaws.
Section
23. Action Without Meeting.
Unless
otherwise restricted by the Articles of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof 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 such writing or writings are filed with the minutes
of
proceedings of the Board of Directors or committee.
Section
24. Fees and Compensation.
Directors shall be entitled to such compensation for their services as may
be
approved by the Board of Directors, including, if so approved, by resolution
of
the Board of Directors, a fixed sum and expenses of attendance, if any, for
attendance at each regular or special meeting of the Board of Directors and
at
any meeting of a committee of the Board of Directors. Nothing herein contained
shall be construed to preclude any director from serving the corporation in
any
other capacity as an officer, agent, employee, or otherwise and receiving
compensation therefor.
Section
25. Committees.
(a) Executive
Committee. The Board of Directors may by resolution passed by a majority of
the
whole Board of Directors appoint an Executive Committee to consist of one (1)
or
more members of the Board of Directors. The Executive Committee, to the extent
permitted by law
and
provided in the resolution of the Board of Directors shall have and may exercise
all the powers and authority of the Board of Directors in the management of
the
business and affairs of the corporation, including without limitation the power
or authority to declare a dividend, to authorize the issuance of stock and
to
adopt a certificate of ownership and merger, and may authorize the seal of
the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Articles of Incorporation (except that a committee may, to the extent authorized
in the resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation or fix the number of shares of any series of stock or authorize
the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the
corporation.
(b) Other
Committees. The Board of Directors may, by resolution passed by a majority
of
the whole Board of Directors, from time to time appoint such other committees
as
may be permitted by law. Such other committees appointed by the Board of
Directors shall consist of one (1) or more members of the Board of Directors
and
shall have such powers and perform such duties as may be prescribed by the
resolution or resolutions creating such committees, but in no event shall such
committee have the powers denied to the Executive Committee in these
Bylaws.
(c) Term.
Each member of a committee of the Board of Directors shall serve a term on
the
committee coexistent with such member's term on the Board of Directors. The
Board of Directors, subject to the provisions of subsections (a) or (b) of
this
Bylaw may at any time increase or decrease the number of members of a committee
or terminate the existence of a committee. The membership of a committee member
shall terminate on the date of his death or voluntary resignation from the
committee or from the Board of Directors. The Board of Directors may at any
time
for any reason remove any individual committee member and the Board of Directors
may fill any committee vacancy created by death, resignation, removal or
increase in the number of members of the committee. The Board of Directors
may
designate one or more directors as alternate members of any committee, who
may
replace any absent or disqualified member at any meeting of the committee,
and,
in addition, in the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place
of
any such absent or disqualified member.
(d) Meetings.
Unless the Board of Directors shall otherwise provide, regular meetings of
the
Executive Committee or any other committee appointed pursuant to this Section
25
shall be held at such times and places as are determined by the Board of
Directors, or by any such committee, and when notice thereof has been given
to
each member of such committee, no further notice of such regular meetings need
be given thereafter. Special meetings of any such committee may be held at
any
place which has been determined from time to time by such committee, and may
be
called by
any
director who is a member of such committee, upon written notice to the members
of such committee of the time and place of such special meeting given in the
manner provided for the giving of written notice to members of the Board of
Directors of the time and place of special meetings of the Board of Directors.
Notice of any special meeting of any committee may be waived in writing at
any
time before or after the meeting and will be waived by any director by
attendance thereat, except when the director attends such special meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. A majority of the authorized number of members of any such committee
shall constitute a quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum is present shall
be
the act of such committee.
Section
26. Organization.
At every
meeting of the directors, the Chairman of the Board of Directors, or, if a
Chairman has not been appointed or is absent, the President, or if the President
is absent, the most senior Vice President, or, in the absence of any such
officer, a chairman of the meeting chosen by a majority of the directors
present, shall preside over the meeting. The Secretary, or in his absence,
an
Assistant Secretary directed to do so by the President, shall act as secretary
of the meeting.
ARTICLE
V
OFFICERS
Section
27. Officers Designated.
The
officers of the corporation shall include, if and when designated by the Board
of Directors, the Chairman of the Board of Directors, the Chief Executive
Officer, the President, one or more Vice Presidents, the Secretary, the Chief
Financial Officer, the Treasurer, the Controller, all of whom shall be elected
at the annual organizational meeting of the Board of Directors. The Board of
Directors may also appoint one or more Assistant Secretaries, Assistant
Treasurers, Assistant Controllers and such other officers and agents with such
powers and duties as it shall deem necessary. The Board of Directors may assign
such additional titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of the corporation
at
any one time unless specifically prohibited therefrom by law. The salaries
and
other compensation of the officers of the corporation shall be fixed by or
in
the manner designated by the Board of Directors.
Section
28. Tenure and Duties of Officers.
(a) General.
All officers shall hold office at the pleasure of the Board of Directors and
until their successors shall have been duly elected and qualified, unless sooner
removed. Any officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.
(b) Duties
of
Chairman of the Board of Directors. The Chairman of the Board of Directors,
when
present, shall preside at all meetings of the stockholders and the Board of
Directors. The Chairman of the Board of Directors shall perform other duties
commonly incident to his office
and
shall
also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time. If there is no President, then
the
Chairman of the Board of Directors shall also serve as the Chief Executive
Officer of the corporation and shall have the powers and duties prescribed
in
paragraph (c) of this Section 28.
(c) Duties
of
President. The President shall preside at all meetings of the stockholders
and
at all meetings of the Board of Directors, unless the Chairman of the Board
of
Directors has been appointed and is present. Unless some other officer has
been
elected Chief Executive Officer of the corporation, the President shall be
the
chief executive officer of the corporation and shall, subject to the control
of
the Board of Directors, have general supervision, direction and control of
the
business and officers of the corporation. The President shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors shall designate from time
to time.
(d) Duties
of
Vice Presidents. The Vice Presidents may assume and perform the duties of the
President in the absence or disability of the President or whenever the office
of President is vacant. The Vice Presidents shall perform other duties commonly
incident to their office and shall also perform such other duties and have
such
other powers as the Board of Directors or the President shall designate from
time to time.
(e) Duties
of
Secretary. The Secretary shall attend all meetings of the stockholders and
of
the Board of Directors and shall record all acts and proceedings thereof in
the
minute book of the corporation. The Secretary shall give notice in conformity
with these Bylaws of all meetings of the stockholders and of all meetings of
the
Board of Directors and any committee thereof requiring notice. The Secretary
shall perform all other duties given him in these Bylaws and other duties
commonly incident to his office and shall also perform such other duties and
have such other powers as the Board of Directors shall designate from time
to
time. The President may direct any Assistant Secretary to assume and perform
the
duties of the Secretary in the absence or disability of the Secretary, and
each
Assistant Secretary shall perform other duties commonly incident to his office
and shall also perform such other duties and have such other powers as the
Board
of Directors or the President shall designate from time to time.
(f) Duties
of
Chief Financial Officer. The Chief Financial Officer shall keep or cause to
be
kept the books of account of the corporation in a thorough and proper manner
and
shall render statements of the financial affairs of the corporation in such
form
and as often as required by the Board of Directors or the President. The Chief
Financial Officer, subject to the order of the Board of Directors, shall have
the custody of all funds and securities of the corporation. The Chief Financial
Officer shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors or the President shall designate from time to time. The President
may
direct the Treasurer or any Assistant Treasurer, or the Controller or any
Assistant Controller to assume and perform the duties of the Chief Financial
Officer in the absence or disability of the Chief Financial Officer, and each
Treasurer and Assistant Treasurer and each Controller and Assistant Controller
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.
Section
29.
Delegation of Authority.
The
Board of Directors may from time to time delegate the powers or duties of any
officer to any other officer or agent, notwithstanding any provision
hereof.
Section
30.
Resignations.
Any
officer may resign at any time by giving written notice to the Board of
Directors or to the President or to the Secretary. Any such resignation shall
be
effective when received by the person or persons to whom such notice is given,
unless a later time is specified therein, in which event the resignation shall
become effective at such later time. Unless otherwise specified in such notice,
the acceptance of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to the rights, if any,
of
the corporation under any contract with the resigning officer.
Section
31.
Removal.
Any
officer may be removed from office at any time, either with or without cause,
by
the affirmative vote of a majority of the directors in office at the time,
or by
the unanimous written consent of the directors in office at the time, or by
any
committee or superior officers upon whom such power of removal may have been
conferred by the Board of Directors.
ARTICLE
VI
EXECUTION
OF CORPORATE INSTRUMENTS AND VOTING
OF
SECURITIES OWNED BY THE CORPORATION
Section
32. Execution of Corporate Instrument.
The
Board of Directors may, in its discretion, determine the method and designate
the signatory officer or officers, or other person or persons, to execute on
behalf of the corporation any corporate instrument or document, or to sign
on
behalf of the corporation the corporate name without limitation, or to enter
into contracts on behalf of the corporation, except where otherwise provided
by
law or these Bylaws, and such execution or signature shall be binding upon
the
corporation.
Unless
otherwise specifically determined by the Board of Directors or otherwise
required by law, promissory notes, deeds of trust, mortgages and other evidences
of indebtedness of the corporation, and other corporate instruments or documents
requiring the corporate seal, and certificates of shares of stock owned by
the
corporation, shall be executed, signed or endorsed by the Chairman of the Board
of Directors, or the President or any Vice President, and by the Secretary
or
Treasurer or any Assistant Secretary or Assistant Treasurer. All other
instruments and documents requiting the corporate signature, but not requiring
the corporate seal, may be executed as aforesaid or in such other manner as
may
be directed by the Board of Directors.
All
checks and drafts drawn on banks or other depositaries on funds to the credit
of
the corporation or in special accounts of the corporation shall be signed by
such person .or persons as the Board of Directors shall authorize so to
do.
Unless
authorized or ratified by the Board of Directors or within the agency power
of
an officer, no officer, agent or employee shall have any power or authority
to
bind the corporation by
any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.
Section
33.
Voting of Securities Owned by the Corporation.
All
stock and other securities of other corporations owned or held by the
corporation for itself, or for other parties in any capacity, shall be voted,
and all proxies with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors, or, in the absence of such
authorization, by the Chairman of the Board of Directors, the Chief Executive
Officer, the President, or any Vice President.
ARTICLE
VII
SHARES
OF STOCK
Section
34. Form and Execution of Certificates.
Certificates for the shares of stock of the corporation shall be in such form
as
is consistent with the Articles of Incorporation and applicable law. Every
holder of stock in the corporation shall be entitled to have a certificate
signed by or in the name of the corporation by the Chairman of the Board of
Directors, or the President or any Vice President and by the Treasurer or
Assistant Treasurer or the Secretary or Assistant Secretary, certifying the
number of shares owned by him in the corporation. Any or all of the signatures
on the certificate may be facsimiles. In case any officer, transfer agent,
or
registrar who has signed or whose facsimile signature has been placed upon
a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued with the same effect as
if
he were such officer, transfer agent, or registrar at the date of issue. Each
certificate shall state upon the face or back thereof, in full or in summary,
all of the powers, designations, preferences, and rights, and the limitations
or
restrictions of the shares authorized to be issued or shall, except as otherwise
required by law, set forth on the face or back a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Within a
reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to this section or otherwise required by law or with respect to this
section a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Except as otherwise expressly provided by law, the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical.
Section
35. Lost Certificates.
A new
certificate or certificates shall be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. The
corporation may require, as a condition precedent to the issuance of a new
certificate or certificates, the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to advertise the
same
in such manner as it shall require or to give the corporation a surety bond
in
such form and amount 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, stolen, or destroyed.
Section
36. Transfers.
(a) Transfers
of record of shares of stock of the corporation shall be made only upon its
books by the holders thereof, in person or by attorney duly authorized, and
upon
the surrender of a properly endorsed certificate or certificates for a like
number of shares.
(b) The
corporation shall have power to enter into and perform any agreement with any
number of stockholders of any one or more classes of stock of the corporation
to
restrict the transfer of shares of stock of the corporation of any one or more
classes owned by such stockholders in any manner not prohibited by the General
Corporation Law of Nevada.
Section
37. Fixing Record Dates.
(a) In
order
that the corporation may determine the stockholders entitled to notice of or
to
vote at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted
by
the Board of Directors, and which record date shall not be more than sixty
(60)
nor less than ten (10) days before the date of such meeting. If no record date
is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or
if notice is waived, at the close of business on the day next preceding the
day
on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors
may
fix a new record date for the adjourned meeting.
(b) In
order
that the corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which record date
shall not precede the date upon which the resolution fixing the record date
is
adopted, and which record date shall be not more than sixty (60) days prior
to
such action. If no record date is filed, the record date for determining
stockholders for any such purpose shall be at the close of business on the
day
on which the Board of Directors adopts the resolution relating
thereto.
Section
38. Registered Stockholders.
The
corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to
vote
as such owner, and shall 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 shall have express or other notice thereof, except as otherwise
provided by the laws of Nevada.
ARTICLE
VIII
OTHER
SECURITIES OF THE CORPORATION
Section
39. Execution of Other Securities.
All
bonds, debentures and other corporate securities of the corporation, other
than
stock certificates (covered in Section 34), may be signed by the Chairman of
the
Board of Directors, the President or any Vice President, or such other person
as
may be authorized by the Board of Directors, and the corporate seal impressed
thereon or a facsimile of such seal imprinted thereon and attested by the
signature of the Secretary or an Assistant Secretary, or the Chief Financial
Officer or Treasurer or an Assistant Treasurer; provided, however, that where
any such bond, debenture or other corporate security shall be authenticated
by
the manual signature, or where permissible facsimile signature, of a trustee
under an indenture pursuant to which such bond, debenture or other corporate
security shall be issued, the signatures of the persons signing and attesting
the corporate seal on such bond, debenture or other corporate security may
be
the imprinted facsimile of the signatures of such persons. Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or
an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile signature
of
such person. In case any officer who shall have signed or attested any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be such officer
before the bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and issued and delivered as
though the person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the corporation.
ARTICLE
IX
DIVIDENDS
Section
40. Declaration of Dividends.
Dividends upon the capital stock of the corporation, subject to the provisions
of the Articles of Incorporation, if any, may be declared by the Board of
Directors pursuant to law at any regular or special meeting. Dividends may
be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Articles of Incorporation.
Section
41. Dividend Reserve.
Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the Board of Directors
from time to time, in their absolute discretion, 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
Board of Directors shall think conducive to the interests of the corporation,
and the Board of Directors may modify or abolish any such reserve in the manner
in which it was created.
ARTICLE
X
FISCAL
YEAR
Section
42. Fiscal Year.
The
fiscal year of the corporation shall be fixed by resolution of the Board of
Directors.
ARTICLE
XI
INDEMNIFICATION
Section
43. Indemnification of Directors, Executive Officers, Other Officers, Employees
and Other Agents.
(a) Directors
Officers. The corporation shall indemnify its directors and officers to the
fullest extent not prohibited by the Nevada General Corporation Law; provided,
however, that the corporation may modify the extent of such indemnification
by
individual contracts with its directors and officers; and, provided, further,
that the corporation shall not be required to indemnify any director or officer
in connection with any proceeding (or part thereof) initiated by such person
unless (i) such indemnification is expressly required to be made by law, (ii)
the proceeding was authorized by the Board of Directors of the corporation,
(iii) such indemnification is provided by the corporation, in its sole
discretion, pursuant to the powers vested in the corporation under the Nevada
General Corporation Law or (iv) such indemnification is required to be made
under subsection (d).
(b) Employees
and Other Agents. The corporation shall have power to indemnify its employees
and other agents as set forth in the Nevada General Corporation
Law.
(c) Expense.
The corporation shall advance to 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,
by
reason of the fact that he is or was a director or officer, of the corporation,
or is or was serving at the request of the corporation as a director or
executive officer of another corporation, partnership, joint venture, trust
or
other enterprise, prior to the final disposition of the proceeding, promptly
following request therefor, all expenses incurred by any director or officer
in
connection with such proceeding upon receipt of an undertaking by or on behalf
of such person to repay said mounts if it should be determined ultimately that
such person is not entitled to be indemnified under this Bylaw or
otherwise.
Notwithstanding
the foregoing, unless otherwise determined pursuant to paragraph (e) of this
Bylaw, no advance shall be made by the corporation to an officer of the
corporation (except by reason of the fact that such officer is or was a director
of the corporation in which event this paragraph shall not apply) in any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
if
a determination is reasonably and promptly made (i) by the Board of Directors
by
a majority vote of a quorum consisting of directors who were not parties to
the
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable,
a
quorum of disinterested directors so directs, by independent legal counsel
in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in
or
not opposed to the best interests of the corporation.
(d)
Enforcement. Without the necessity of entering into an express contract, all
rights to indemnification and advances to directors and officers under this
Bylaw shall be deemed to be contractual rights and be effective to the same
extent and as if provided for in a contract between the corporation and the
director or officer. Any right to indemnification or advances granted by this
Bylaw to a director or officer shall be enforceable by or on behalf of the
person holding such right in any court of competent jurisdiction if (i) the
claim for indemnification or advances is denied, in whole or in part, or (ii)
no
disposition of such claim is made within ninety (90) days of request therefor.
The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. In
connection with any claim for indemnification, the corporation shall be entitled
to raise as a defense to any such action that the claimant has not met the
standard of conduct that make it permissible under the Nevada General
Corporation Law for the corporation to indemnify the claimant for the amount
claimed. In connection with any claim by an officer of the corporation (except
in any action, suit or proceeding, whether civil, criminal, administrative
or
investigative, by reason of the fact that such officer is or was a director
of
the corporation) for advances, the corporation shall be entitled to raise a
defense as to any such action clear and convincing evidence that such person
acted in bad faith or in a manner that such person did not believe to be in
or
not opposed in the best interests of the corporation, or with respect to any
criminal action or proceeding that such person acted without reasonable cause
to
believe that his conduct was lawful. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the Nevada
General Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant has
not
met the applicable standard of conduct. In any suit brought by a director or
officer to enforce a right to indemnification or to an advancement of expenses
hereunder, the burden of proving that the director or officer is not entitled
to
be indemnified, or to such advancement of expenses, under this Article XI or
otherwise shall be on the corporation.
(e)
Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw
shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding office. The corporation is specifically authorized to enter into
individual contracts with any or all of its directors, officers, employees
or
agents respecting indemnification and advances, to the fullest extent not
prohibited by the Nevada General Corporation Law.
(f)
Survival of Rights. The rights conferred on any person by this Bylaw shall
continue as to a person who has ceased to be a director, officer, employee
or
other agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(g)
Insurance. To the fullest extent permitted by the Nevada General Corporation
Law, the corporation, upon approval by the Board of Directors, may purchase
insurance on behalf of any person required or permitted to be indemnified
pursuant to this Bylaw.
(h)
Amendments. Any repeal or modification of this Bylaw shall only be prospective
and shall not affect the rights under this Bylaw in effect at the time of the
alleged occurrence of any action or omission to act that is the cause of any
proceeding against any agent of the corporation.
(i)
Saving Clause. If this Bylaw or any portion hereof shall be invalidated on
any
ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each director and officer to the full extent not
prohibited by any applicable portion of this Bylaw that shall not have been
invalidated, or by any other applicable law.
(j)
Certain Definitions. For the purposes of this Bylaw, the following definitions
shall apply:
(i) The
term
"proceeding" shall be broadly construed and shall include, without limitation,
the investigation, preparation, prosecution, defense, settlement, arbitration
and appeal of, and the giving of testimony in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or
investigative.
(ii) The
term
"expenses" shall be broadly construed and shall include, without limitation,
court costs, attorneys' fees, witness fees, fines, amounts paid in settlement
or
judgment and any other costs and expenses of any nature or kind incurred in
connection with any proceeding.
(iii) The
term
the "corporation" shall include, in addition to the resulting corporation,
any
constituent corporation (including any constituent of a constituent) absorbed
in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request
of
such constituent corporation as a director, officer, employee or agent or
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Bylaw with respect
to the resulting or surviving corporation as he would have with respect to
such
constituent corporation if its separate existence had continued.
(iv) References
to a "director," "executive officer," "officer," "employee," or "agent" of
the
corporation shall include, without limitation, situations where such person
is
serving at the request of the corporation as, respectively, a director,
executive officer, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
(v) References
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to
an
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent
of the corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and
in
a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in
a
manner "not opposed to the best interests of the corporation" as referred to
in
this Bylaw.
ARTICLE
XII
NOTICES
Section
44. Notices.
(a) Notice
to
Stockholders. Whenever, under any provisions of these Bylaws, notice is required
to be given to any stockholder, it shall be given in writing, timely and duly
deposited in the United States mail, postage prepaid, and addressed to his
last
known post office address as shown by the stock record of the corporation or
its
transfer agent.
(b) Notice
to
directors. Any notice required to be given to any director may be given by
the
method stated in subsection (a), or by facsimile, telex or telegram, except
that
such notice other than one which is delivered personally shall be sent to such
address as such director shall have filed in writing with the Secretary, or,
in
the absence of such filing, to the last known post office address of such
director.
(c) Affidavit
of Mailing. An affidavit of mailing, executed by a duly authorized and competent
employee of the corporation or its transfer agent appointed with respect to
the
class of stock affected, specifying the name and address or the names and
addresses of the stockholder or stockholders, or director or directors, to
whom
any such notice or notices was or were given, and the time and method of giving
the same, shall in the absence of fraud, be prima facie evidence of the facts
therein contained.
(d) Time
Notices Deemed Given. All notices given by mail, as above provided, shall be
deemed to have been given as at the time of mailing, and all notices given
by
facsimile, telex or telegram shall be deemed to have been given as of the
sending time recorded at time of transmission.
(e) Methods
of Notice. It shall not be necessary that the same method of giving notice
be
employed in respect of all directors, but one permissible method may be employed
in respect of any one or more, and any other permissible method or methods
may
be employed in respect of any other or others.
(f) Failure
to Receive Notice. The period or limitation of time within which any stockholder
may exercise any option or right, or enjoy any privilege or benefit, or be
required to act, or within which any director may exercise any power or right,
or enjoy any privilege, pursuant to any notice sent him ill the manner above
provided, shall not be affected or extended in any manner by the failure of
such
stockholder or such director to receive such notice.
(g) Notice
to
Person with Whom Communication Is Unlawful. Whenever notice is required to
be
given, under any provision of law or of the Articles of Incorporation or Bylaws
of the corporation, to any person with whom communication is unlawful, the
giving of such notice to such person shall not be require and there shall be
no
duty to apply to any governmental authority or agency for a license or permit
to
give such notice to such person. Any action or meeting which shall be taken
or
held without notice to any such person with whom communication is unlawful
shall
have the same force and effect as if such notice had been duly given. In the
event that the action taken by
the
corporation is such as to require the filing of a certificate under any
provision of the Nevada General Corporation Law, the certificate shall state,
if
such is the fact and if notice is required, that notice was given to all persons
entitled to receive notice except such persons with whom communication is
unlawful.
(h) Notice
to
Person with Undeliverable Address. Whenever notice is required to be given,
under any provision of law or the Articles of Incorporation or Bylaws of the
corporation, to any stockholder to whom (i) notice of two consecutive annual
meetings, and all notices of meetings or of the taking of action by written
consent without a meeting to such person during the period between such two
consecutive annual meetings, or (ii) all, and at least two, payments (if sent
by
first class mail) of dividends or interest on securities during a twelve-month
period, have been mailed addressed to such person at his address as shown on
the
records of the corporation and have been returned undeliverable, the giving
of
such notice to such person shall not be required. Any action or meeting which
shall be taken or held without notice to such person shall have the same force
and effect as if such notice had been duly given. If any such person shall
deliver to the corporation a written notice setting forth his then current
address, the requirement that notice be given to such person shall be
reinstated. In the event that the action taken by the corporation is such as
to
require the filing of a certificate under any provision of the Nevada General
Corporation Law, the certificate need not state that notice was not given to
persons to whom notice was not required to be given pursuant to this
paragraph.
ARTICLE
XII
AMENDMENTS
Section
45. Amendments.
The
Board
of Directors shall have the sole power to adopt, amend, or repeal Bylaws as
set
forth in the Articles of Incorporation.
ARTICLE
XIV
LOANS
TO OFFICERS
Section
46. Loans to Officers.
The
corporation may lend money to, or guarantee any obligation of, or otherwise
assist any officer or other employee of the corporation or of its subsidiaries,
including any officer or employee who is a Director of the corporation or its
subsidiaries, whenever, in the judgment of the Board of Directors, such loan,
guarantee or assistance may reasonably be expected to benefit the corporation.
The loan, guarantee or other assistance may be with or without interest and
may
be unsecured, or secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the corporation.
Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers
of
guaranty or warranty of the corporation at common law or under any
statute.
ARTICLE
XV
BOARD
OF ADVISORS
Section
47. Board
of Advisors.
The
Board of Directors, in its discretion, may establish a Board of Advisors
consisting of individuals who may or may not be stockholders or directors of
the
corporation. The purpose of the Board of Advisors would be to advise the
officers and directors of the corporation with respect to such matters as such
officers and directors shall choose, and any other such matters which the
members of such Board of Advisors deem appropriate in furtherance of the best
interest of the corporation. The Board of Advisors shall meet on such basis
as
the members thereof may determine. The Board of Directors may eliminate the
Board of Advisors at any time. No member of the Board of Advisors, nor the
Board
of Advisors itself, shall have any authority within the corporation or any
decision making power and shall be merely advisory in nature. Unless the Board
of Directors determines another method of appointment, the President shall
recommend possible members to the Board of Directors, who shall approve or
reject such appointments.
Declared
and certified as the Bylaws of Windstar Inc. on August 8,
2007.
| Signature of Officer: /s/
Siew Mee Fam |
| Name of
Officer: Siew Mee
Fam |
| Position
of Officer: President, Secretary and
Treasurer |