pcyg8k_oct192016
AMENDED
AND RESTATED
BYLAWS
OF PARK CITY GROUP, INC.
TABLE
OF CONTENTS
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ARTICLE
I. OFFICES
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1
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§
1.1 Business Office
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1
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§
1.2. Registered Office
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1
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ARTICLE
II. SHAREHOLDERS
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1
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§
2.1. Annual Shareholder Meeting
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1
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§
2.2. Special Shareholder Meetings
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1
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§
2.3. Place of Shareholder Meeting
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1
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§
2.4. Notice of Shareholder Meeting
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2
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§
2.5. Fixing of Record Date
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2
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§
2.6. Shareholder List
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3
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§
2.7. Shareholder Quorum and Voting Requirements
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3
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§
2.8. Proxies
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3
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§
2.9. Voting of Shares
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3
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§
2.10. Corporation's Acceptance of Votes
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4
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§
2.11. Action Without Meeting by Written Consent
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4
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§
2.12 Voting for Directors
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4
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§
2.13 Shareholder's Rights to Inspect Corporate Records
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5
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§
2.14. Dissenters' Rights
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5
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ARTICLE
III. BOARD OF DIRECTORS
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6
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§
3.1. General Powers
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6
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§
3.2. Number, Tenure, and Qualifications of Directors
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6
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§
3.3. Nomination by Shareholders
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6
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§
3.4. Regular Meetings of the Board of Directors
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6
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§
3.5. Special Meetings of the Board of Directors
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6
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§
3.6. Notice of, and Waiver of Notice for, Special Director
Meeting
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6
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§
3.7. Director Quorum
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6
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§
3.8. Directors' Manner of Acting
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6
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§
3.9. Director Action Without a Meeting
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6
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§
3.10. Removal of Directors
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6
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§
3.11. Board of Director Vacancies
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7
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§
3.12. Director Compensation
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7
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§
3.13. Director Committees
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7
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ARTICLE
IV. OFFICERS
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8
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§
4.1. Number of Officers
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8
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§
4.2. Appointment and Term of Office
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8
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§
4.3. Removal of Officers
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8
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§
4.4. President
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8
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§
4.5. The Vice-Presidents
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8
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§
4.6. The Secretary
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8
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§
4.7. The Treasurer
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8
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§
4.8. Assistant Secretaries and Assistant Treasurers
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8
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§
4.9. Salaries
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8
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§
4.10. Corporate Bank Accounts
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8
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ARTICLE
V. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES
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9
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§
5.1. Indemnification of Officers and Directors
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9
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§
5.2. Indemnification of Employees and Agents
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9
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§
5.3. Non-Exclusive
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9
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§
5.4. Insurance
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10
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§
5.5. Advance Expenses for Directors
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10
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ARTICLE
VI. CERTIFICATE FOR SHARES AND THEIR TRANSFER
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14
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§
6.1. Certificates for Shares
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10
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§
6.2. Shares Without Certificates
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10
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§
6.3. Registration of the Transfer of Shares
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11
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§
6.4. Restrictions on Transfer of Shares Permitted
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11
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§
6.5. Acquisition of Shares
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11
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§
6.6. Lost, Stolen or Destroyed Certificates
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11
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ARTICLE
VII. DISTRIBUTIONS
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11
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§
7.1. Distributions
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11
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ARTICLE
VIII. GENERAL PROVISIONS
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11
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§
8.1. Corporate Seal
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11
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§
8.2. Fiscal Year
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11
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§
8.3. Evidence of Authority
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11
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§
8.4. Articles of Incorporation
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11
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§
8.5. Pronouns
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11
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ARTICLE
IX. FORUM FOR LITIGATION
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12
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§9.1.
Exclusive Forum for Certain Litigation
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12
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ARTICLE
X. AMENDMENTS
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12
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§
10.1. Amendments
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12
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AMENDED
AND RESTATED
BYLAWS
OF PARK CITY GROUP, INC.
ARTICLE
I. OFFICES
§
1.1. Business
Office. The Principal office of the corporation shall be
located at any place either within or outside the State of Nevada
as designated in the corporation's most current Annual Report filed
with the Secretary of State of the State of Nevada. The corporation
may have such other offices, either within or without the State of
Nevada as the Board of Directors may designate or as the business
of the corporation may require from time to time. The corporation
shall maintain at its principal office a copy of certain records,
as specified in § 2.13 of Article II.
§
1.2. Registered
Office. The registered office of the corporation, required
by § 78.090, Nevada Revised Statutes, shall be located within
the State of Nevada and may be, but need not be, identical with the
principal office of the corporation. The address of the registered
office may be changed from time to time.
ARTICLE
II. SHAREHOLDERS
§
2.1. Annual Shareholder
Meeting.
A.
Tine, Place and
Purpose. The Annual Meeting of the shareholders shall be
held at such time and on such date as shall be fixed by the Board
of Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the
meeting.
B.
Proposals. At an
annual meeting, 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 shareholder in accordance with this Article II §2.1 (B), or,
for nominee(s) submitted for the election of directors, in
accordance with Article III §3.3. For any business to be
properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the
Secretary of the corporation. To be timely, a shareholder’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 shareholder 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 shareholder’s notice to the Secretary
shall set forth as to each matter the shareholder 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
shareholder proposing such business; (iii) the class and number of
shares of the corporation which are beneficially owned by the
shareholder; (iv) any material interest of the shareholder in such
business; and (v) any other information that is required to be
provided by the shareholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), in his capacity as a proponent to a shareholder
proposal. Notwithstanding the foregoing, in order to include
information with respect to a shareholder proposal in the proxy
statement and form of proxy for a shareholder’s meeting,
shareholders must provide notice as required by the regulations
promulgated under the Exchange Act. Notwithstanding anything in
these Amended and Restated Bylaws (the “Bylaws”) to the contrary, no
business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Article II,
§2.1 (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the annual meeting that
business was not properly brought before the annual meeting and in
accordance with the provisions of this paragraph (b), and, if he
should so determine, he shall so declare at the annual meeting that
any such business not properly brought before the annual meeting
shall not be transacted.
§
2.2. Special Shareholder
Meetings. Special meetings of the shareholders, for any
purpose or purposes, described in the notice of meeting, may be
called by the president, or by the Board of Directors or by the
Chairman of the Board of Directors, and shall be called by the
President at the request of the holders of not less than one-tenth
of all outstanding votes of the corporation entitled to be cast on
any issue at the meeting.
§
2.3. Place of Shareholder
Meeting. The Board of Directors may designate any place,
either within or outside of the State of Nevada as the place of
meeting for any Annual or any Special Meeting of the
Shareholders.
§
2.4. Notice of Shareholder
Meeting.
A.
Required Notice.
Written notice stating the place, day and hour of any Annual or
Special shareholder meeting shall be delivered not less than 10 nor
more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Board of
Directors, or other persons calling the meeting, to each
shareholder of record, entitled to vote at such meeting and to any
other shareholder entitled by the Nevada Revised Statutes or the
Articles of Incorporation to receive notice of the meeting. Notice
shall be deemed to be effective at the earlier of: (1) when
deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on
the return receipt if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) 5 days after deposit in the
United States mail, if mailed postpaid and correctly addressed to
an address other than that shown in the corporation's current
record of shareholders.
B.
Adjourned Meeting.
If any shareholder meeting is adjourned to a different date, time,
or place, notice need not be given of the new date, time, and
place, if the new date, time, and place is announced at the meeting
before adjournment and such new date is within thirty (30) days
from the originally scheduled meeting date. If a new record date
for the adjourned meeting is, or must be fixed then notice must be
given pursuant to the requirements of paragraph (a) of this §
2.4, to those persons who are shareholders as of the new record
date.
C.
Waiver of Notice.
The shareholder may waive notice of the meeting (or any notice
required by the Securities Act of 1933, as amended (the
“Act”),
Articles of Incorporation, or these Bylaws), by a writing signed by
the shareholder entitled to the notice, which is delivered to the
corporation (either before or after the date and time stated in the
notice) for inclusion in the minutes or filing with the corporate
records. A shareholder's attendance at a meeting:
1.
waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the
meeting;
2.
waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the
matter when it is presented.
D.
Contents of Notice.
The notice of each Special Meeting of Shareholders shall include a
description of the purpose or purposes for which the meeting is
called. Except as provided in this § 2.4(d), or as provided in
the Corporation's Articles of Incorporation, or otherwise in the
Nevada Revised
Statutes,
the notice of an Annual Shareholder Meeting need not include a
description of the purpose or purposes for which the meeting is
called.
If
a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the Articles of Incorporation (including any
restated Articles of Incorporation requiring shareholder approval);
(2) a plan of merger or share exchange; (3) the sale, lease,
exchange or other disposition of all, or substantially all of the
corporation's property; (4) the dissolution of the corporation; or
(5) the removal of a director, the notice must so state and be
accompanied by respectively a copy or summary of the: (1) Articles
of Amendment; (2) Plan of Merger or Share Exchange; or (3)
transaction for disposition of all the corporation's property. If
the proposed corporate action created dissenters' rights, the
notice must state that shareholders are, or may be entitled to
assert dissenters' rights, and must be accompanied by a copy of the
Nevada Revised Statues dealing with dissenters rights. If the
corporation issues, or authorizes the issuance of shares for
promissory notes or for promises to render services in the future,
the corporation shall report in writing to all the shareholders the
number of shares authorized or issued, and the consideration
received with or before the notice of the next shareholder meeting.
Likewise, if the corporation indemnifies or advances expenses to a
director, this shall be reported to all the shareholders with or
before notice of the next shareholder's meeting.
§
2.5. Fixing of Record
Date. For the purpose of determining shareholders of any
voting group entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any
distribution or dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors
may fix in advance a date as the record date. Such record date
shall not be more than 60 days prior to the date on which the
meeting or the particular action, requiring such determination of
shareholders is to be taken. If no record date is so fixed by the
Board for the determination of shareholders entitled to notice of,
or to vote at a meeting of shareholders, or shareholders entitled
to receive a share dividend or distribution, the record date for
determination of such shareholders shall be at the close of
business on:
1. With respect to an Annual Shareholder Meeting or any Special
Shareholder Meeting called by the Board of Directors or any person
specifically authorized by the Board or these Bylaws to call a
meeting, the day before the first notice is delivered to
shareholders;
2.
With respect to a Special Shareholder's Meeting demanded by the
shareholders, the date the first shareholder signs the
demand;
3.
With respect to the payment of a share dividend, the date the board
authorizes the share dividend;
4.
With respect to actions taken in writing without a meeting
(pursuant to Article II, § 2.11), the date the first
shareholder signs a consent;
5.
And with respect to a distribution to shareholders, (other than one
involving a repurchase or reacquisition of shares), the date the
Board authorizes the distribution.
When
a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof unless the
Board of Directors fixes a new record date which it must do if the
meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
§
2.6. Shareholder
List. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete
record of the shareholders entitled to vote at each meeting of
shareholders thereof, arranged in alphabetical order, with the
address of and the number of shares held by each. The list must be
arranged by voting group (if such exists, see Art. II.§ 2.7) and within each
voting group by class or series of shares. The shareholder list
must be available for inspection by any shareholder, beginning two
business days after notice of the meeting is given for which the
list was prepared and continuing through the meeting. The list
shall be available in the corporation's principal office or at a
place identified in the meeting notice in the city where the
meeting is to be held. A shareholder, his agent, or attorney is
entitled on written demand to inspect and, subject to the
requirements of § 2.13 of this Article II, to copy the list
during regular business hours and at his expense, during the period
it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of
conversion into written form within a reasonable time.
§
2.7. Shareholder Quorum
and Voting Requirements. If the Articles of Incorporation or
the Nevada Revised Business Corporation Act provides for voting by
a single voting group on a matter, action on that matter is taken
when voted upon by that voting group.
Shares
entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the Articles of Incorporation, the
Bylaws, or the Nevada Revised Business Corporation Act provide
otherwise, a majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting
group for action on that matter.
If
the Articles of Incorporation or the Nevada Revised Business
Corporation Act provide for voting by two or more voting groups on
a matter, action on that matter is taken only when voted upon by
each of those voting groups counted separately. Action may be taken
by one voting group on a matter even though no action is taken by
another voting group entitled to vote on the matter.
Once
a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and
for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
If
a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing
the action.
§
2.8. Proxies. At
all meetings of shareholders, a shareholder may vote in person, or
by a proxy which is executed in writing by the shareholder or which
is executed by his duly authorized attorney-in-fact. Such proxy
shall be filed with the Secretary of the corporation or other
person authorized to tabulate votes before or at the time of the
meeting. No proxy shall be valid after 11 months from the date of
its execution unless otherwise provided in the proxy. A shareholder
may appoint a proxy by transmitting or authorizing the transmission
of a telegram, teletype, telecopy or other electronic
transmission.
§
2.9. Voting of
Shares. Unless otherwise provided in the Articles of
Incorporation, each outstanding share shall be entitled to one vote
upon each matter submitted to a vote at a meeting of
shareholders.
Except
as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the
corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given
time for purposes of any meeting. Provided, however, the prior
sentence shall not limit the power of the corporation to vote any
shares, including its own shares, held by it in a fiduciary
capacity.
Redeemable
shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has
been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.
§
2.10. Corporation's
Acceptance of Votes.
A.
If the name signed on a vote, consent, waiver, or proxy appointment
corresponds to the name of a shareholder, the corporation if acting
in good faith, is entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the
shareholder.
B.
If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the
corporation, if acting in good faith, is nevertheless entitled to
accept the vote, consent, waiver, or proxy appointment and give it
effect as the act of the shareholder if:
1.
the shareholder is
an entity and the name signed purports to be that of an officer or
agent of the entity;
2.
the name signed
purports to be that of an administrator, executor, guardian, or
conservator representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent,
waiver, or proxy appointment;
3.
the name signed
purports to be that of a receiver or trustee in bankruptcy of the
shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, or proxy
appointment;
4.
the name signed
purports to be that of a pledgee, beneficial owner, or
attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's
authority to sign for the shareholder has been presented with
respect to the vote, consent, waiver, or proxy appointment;
or
5.
two or more persons
are the shareholder as co-tenants or fiduciaries and the name
signed purports to be the name of at least one of the co-owners and
the person signing appears to be acting on behalf of all the
co-owners.
C.
The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about
the signatory's authority to sign for the shareholder.
D.
The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this section, are not liable in
damages to the shareholder for the consequences of the acceptance
or rejection.
E.
Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid
unless a court of competent jurisdiction determines
otherwise.
§
2.11. Action Without
Meeting by Written Consent. Any action required or permitted
to be taken at a meeting of the shareholders may be taken without a
meeting if one or more consents in writing, setting forth the
action, shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary
to authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and voted. If written
consents of less than all the shareholders have been obtained,
notice of such shareholder approval by written consent shall be
given at least ten (10) days before the consummation of the action
authorized by such written consent to those shareholders entitled
to vote who have not consented in writing and to any non-voting
shareholders. Such notice shall contain or be accompanied by the
same material that would have been required if a formal meeting had
been called to consider the action. A consent signed under this
section has the effect of a vote at a meeting and may be described
as such in any document.
§
2.12. Voting for
Directors. Unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at
which a quorum is present. Shareholders do not have a right to
cumulate their votes.
§
2.13. Shareholder's Rights
to Inspect Corporate Records.
A.
Minutes and Accounting
Records. The corporation shall keep as permanent records
minutes of all meetings of its shareholders and Board of Directors,
a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors. The corporation shall maintain
appropriate accounting records.
B.
Absolute Inspection Rights
of Records Required at Principal Office. If he gives the
corporation written notice of his demand at least five business
days before the date on which he wishes to inspect and copy, a
shareholder (or his agent or attorney) has the right to inspect and
copy, during regular business hours any of the following records,
all of which the corporation is required to keep at its principal
office:
1.
its Articles of Incorporation or restated Articles of Incorporation
and all amendments to them currently in effect;
2.
its Bylaws or restated Bylaws and all amendments to them currently
in effect;
3.
resolutions adopted by its Board of Directors creating one or more
classes or series of shares, and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to those
resolutions are outstanding;
4.
the minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past three
years;
5.
all written communications to shareholders generally within the
past three years, including the financial statements furnished for
the past three years to the shareholders;
6.
a list of the names and business addresses of its current directors
and officers; and
7.
its most recent Annual Report delivered to the Secretary of
State.
C.
Conditional
Inspection. In addition, if he gives the corporation a
written demand made in good faith and for a proper purpose at least
five business days before the date on which he wishes to inspect
and copy, in which he describes with reasonable particularity his
purpose and the records he desires to inspect, and the records are
directly connected with his purpose, a shareholder of the
corporation (or his agent or attorney) is entitled to inspect and
copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the
corporation:
1.
excerpts from minutes of any meeting of the Board of Directors,
records of any action of the Board of Directors or a committee of
the Board of Directors on behalf of the corporation, minutes of any
meeting of the shareholders, and records of action taken by the
shareholders or Board of Directors and without a meeting, to the
extent not subject to inspection under paragraph A of this §
2.13.
2.
accounting records of the corporation; and
3.
the record of shareholders (compiled no earlier than the date of
the shareholder's demand).
D.
Copy Costs. The
right to copy records includes, if reasonable, the right to receive
copies made by photographic, xerographic, or other means. The
corporation may impose a reasonable charge, covering the costs of
labor and material, for copies of any documents provided to the
shareholder.
The
charge may not exceed the estimated cost of production or
reproduction of the records.
E.
Shareholder Includes
Beneficial Owner. For purposes of this § 2.13, the
terms "shareholder" shall include a beneficial owner whose shares
are held in a voting trust or by a nominee on his
behalf.
§
2.14. Dissenters'
Rights. Each shareholder shall have the right to dissent
from and obtain payment for his shares when so authorized by the
Nevada Revised Statutes, Articles of Incorporation, these Bylaws,
or in a resolution of the Board of Directors.
ARTICLE
III. BOARD OF DIRECTORS
§
3.1. General
Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation
shall be managed under the direction of the Board of
Directors.
§
3.2. Number, Tenure, and
Qualifications of Directors. The authorized number of
directors of the corporation shall be not less than one (1), with
the exact number to be determined, from time to time, by the vote
or written consent of a majority of the outstanding shares of the
corporation’s voting stock or Board of Directors. The number
of directors may be decreased at any time either by the
shareholders or by a majority of the directors then in office. Each
director shall hold office until the next annual meeting of
shareholders or until removed. However, if his term expires, he
shall continue to serve until his successor shall have been elected
and qualified or until there is a decrease in the number of
directors. Directors need not be residents of the State of Nevada
or shareholders of the corporation.
§
3.3 Nomination by
Shareholder. No shareholder shall be permitted to nominate a
candidate for election as a director at any annual meeting, unless
such shareholder shall provide in writing, not later than one
hundred twenty (120) days before the first anniversary of the
preceding Annual Meeting of the shareholder to the Nominating
Committee of the Board of Directors or, in the absence of such
committee, to the Secretary of the corporation, information about
such candidate which, were such candidate a nominee for the Board
of Directors from whom the corporation solicited proxies, would be
required to be disclosed in the proxy materials pursuant to which
such proxies would be solicited as set forth in Items 7-8 of
Schedule 14A promulgated by the Securities and Exchange Commission,
or any successor provisions.
§
3.4. Regular Meetings of
the Board of Directors. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide, by resolution,
the time and place for the holding of addition regular meetings
without other notice than such resolution. Any such regular meeting
may be held by telephone.
§
3.5. Special Meetings of
the Board of Directors. Special meetings of the Board of
Directors may be called by or at the request of the President or
any one director. The person authorized to call Special Meetings of
the Board of Directors may fix any place, (but only within the
county where this corporation has its principal office) as the
place for holding any Special Meeting of the Board of Directors, or
such meeting may be held by telephone.
§
3.6. Notice of, and Waiver
of Notice for, Special Director Meeting. Notice of any
special director meeting shall be given at least two days
previously thereto either orally or in writing. If mailed, notice
of any director meeting shall be deemed to be effective at the
earlier of: (1) when received; (2) five days after deposited in the
United States mail, addressed to the director's business office,
with postage thereon prepaid; or (3) the date shown on the return
receipt if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the
director. Any director may waive notice of any meeting. Except as
provided in the next sentence, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the
minutes or corporate records. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of
objecting to the transaction of any business and at the beginning
of the meeting (or promptly upon his arrival) objects to holding
the meeting or transacting business at the meeting, and does not
thereafter vote for or abstain to action taken at the meeting.
Unless required by the Articles of Incorporation, neither the
business to be transacted at, nor the purpose of, any Special
Meeting of the Board of Directors need be specified in the notice
or waiver of notice of such meeting.
§
3.7. Director
Quorum. A majority of the whole Board of Directors shall
constitute a quorum at all meetings of the Board of
Directors.
§
3.8. Directors' Manner of
Acting. The act of the majority of the directors present at
a meeting at which a quorum is present when the vote is taken shall
be the act of the Board of Directors. Unless the Articles of
Incorporation provide otherwise, any or all directors may
participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all
directors participating may hear each other during the meeting. A
director participating in a meeting by this means is deemed to be
present in person at the meeting.
A
director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken
is deemed to have assented to the action taken unless: (1) he
objects at the beginning of the meeting (or promptly upon his
arrival) to holding it or transacting business at the meeting; or
(2) his dissent or abstention from the action taken is entered in
the minutes of the meeting; or (3) he delivers written notice of
his dissent or abstention to the presiding officer of the meeting
before its adjournment or to the corporation immediately after
adjournment of the meeting. The right of dissent or abstention is
not available to a director who votes in favor of the action
taken.
§ 3.9. Director Action Without a
Meeting. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting, if all members of the
Board of Directors or committee, as the case may be, consent to the
action in writing, and the written consents are filed with the
minutes of proceedings of the Board of Directors or
committee.
§
3.10. Removal of
Directors. The shareholders may remove one or more directors
at a meeting called for that purpose if notice has been given that
a purpose of the meeting is such removal. The removal may be with
or without cause. A director may be removed only if the number of
votes cast to remove him exceeds the number of votes cast not to
remove him.
§
3.11. Board of Director
Vacancies. If a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of
directors:
(1)
the shareholders may fill the vacancy;
(2)
the Board of Directors may fill the vacancy; or
(3)
if the directors remaining in office constitute fewer than a quorum
of the Board, they may fill the vacancy by the affirmative vote of
a majority of all the directors remaining in office.
A
vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the
vacancy occurs but the new director may not take office until the
vacancy occurs.
The
term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if
his term expires, he shall continue to serve until his successor is
elected and qualifies or until there is a decrease in the number of
directors.
§
3.12. Director
Compensation. Unless otherwise provided by resolution of the
Board of Directors, each director may be paid his expenses, if any,
of attendance at each meeting of the Board of Directors, and may be
paid a stated salary as director or a fixed sum for attendance at
each meeting of the Board of Directors or both. No such payment
shall preclude any director from serving the corporation in any
capacity and receiving compensation therefor.
§
3.13. Director
Committees.
A.
Creation of
Committees. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve
on them. Each committee must have two or more members, who serve at
the pleasure of the Board of Directors.
B.
Selection of
Members. The creation of a committee and appointment of
members to it must be approved by a majority of all the directors
in office when the action is taken.
C. Required
Procedures. Sections 3.4, 3.5, 3.6, 3.7, and 3.8 of this
Article III, which govern meetings, action without meetings, notice
and waiver of notice, quorum and voting requirements of the Board
of Directors, apply to committees and their members.
D.
Authority. Each
committee may exercise those aspects of the authority of the Board
of Directors which the Board of Directors confers upon such
committee in the resolution creating the committee. Provided,
however, a committee may not:
(1)
authorize distributions;
(2)
approve or propose to shareholders action that the Nevada Revised
Statutes requires to be approved by shareholders;
(3)
fill vacancies on the Board of Directors or on any of its
committees;
(4)
adopt, amend, or repeal Bylaws;
(5)
approve a plan of merger not requiring shareholder
approval;
(6)
authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the Board of Directors;
or
(7)
authorize or approve the issuance or sale or contract for sale of
shares or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except
that the board of directors may authorize a committee (or a senior
executive officer of the corporation) to do so within limits
specifically prescribed by the Board of Directors.
ARTICLE
IV. OFFICERS AND CORPORATE BANK ACCOUNTS
§
4.1. Number of
Officers. The officers of the corporation shall be a
President, a Secretary, and a Treasurer, each of whom shall be
appointed by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary, including any
vice-presidents, may be appointed by the Board of Directors. If
specifically authorized by the Board of Directors, an officer may
appoint one or more officers or assistant officers. The same
individual may simultaneously hold more than one office in the
corporation.
§
4.2. Appointment and Term
of Office. The officers of the corporation shall be
appointed by the Board of Directors for a term as determined by the
Board of Directors. (The designation of a specified term grants to
the officer no contract rights, and the board can remove the
officer at any time prior to the termination of such term.) If no
term is specified, an officer shall hold office until he resigns,
dies, or until he is removed in the manner provided in § 4.3
of this Article IV.
§
4.3. Removal of
Officers. Any officer or agent may be removed by the Board
of Directors at any time, with or without cause. Such removal shall
be without prejudice to the contract rights, if any, of the person
so removed. Appointment of an officer or agent shall not of itself
create contract rights.
§
4.4. President. The
President shall be the principal executive officer of the
corporation and subject to the control of the Board of Directors,
shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all
meetings of the shareholders
and of
the Board of Directors. He may sign, with the Secretary or any
other proper officer of the corporation authorized by the Board of
Directors, certificates for shares of the corporation and deeds,
mortgages, bonds, contracts, or other instruments which the Board
of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or
agent of the corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to
time.
§
4.5. The
Vice-Presidents. If appointed, in the absence of the
President or in the event of his death, inability or refusal to
act, the Vice-President (or in the event there be more than one
Vice-President, the Vice-Presidents in the order designated at the
time of their election, or in the absence of any designation, then
in the order of their appointment) shall perform the duties of the
President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. (If there is no
Vice-President, then the Treasurer shall perform such duties of the
President.) Any Vice-President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the corporation the
issuance of which have been authorized by resolution of the Board
of Directors; and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of
Directors.
§
4.6. The Secretary.
The Secretary shall: (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more minute
books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records and of
any seal of the corporation and if there is a seal of the
corporation, see that it is affixed to all documents the execution
of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any
records of the corporation; (e) keep a register of the post office
address of each shareholder which shall be furnished to the
Secretary by such shareholder; (f) sign with the President, or a
Vice-President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the
Board of Directors; (g) have general charge of the stock transfer
books of the corporation; and (h) in general perform all duties
incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the President or by the
Board of Directors.
§
4.7. The Treasurer.
The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys
in the name of the corporation in such banks, trust companies, or
other depositories as shall be selected by the Board of Directors;
and (c) in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall
determine.
§
4.8. Assistant Secretaries
and Assistant Treasurers. The Assistant Secretaries, when
authorized by the Board of Directors, may sign with the President
or a Vice-President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the
Board of Directors. The assistant treasurers shall respectively, if
required by the Board of Directors. The Assistant Treasurers shall
respectively, if required the Board of Directors, give bonds for
the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform
such duties as shall be assigned to them by the Secretary or the
Treasurer, respectively, or by the President or the Board of
Directors.
§
4.9. Salaries. The
salaries of the officers shall be fixed from time to time by the
Board of Directors.
§
4.10. Corporate Bank
Accounts. The Corporation shall establish such savings,
checking and other bank accounts as deemed necessary or prudent by
the Board of Directors.
ARTICLE
V. INDEMNIFICATION OF DIRECTORS, OFFICERS,
AGENTS
AND EMPLOYEES
§
5.1. Indemnification of
Officers and Directors,. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation
as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.
The
corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification
shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which
such action or suit was brought shall determine that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem
proper.
To
the extent that a person who is a director or officer of the
corporation, or who is a director or officer of another
corporation, partnership, joint venture, trust or other enterprise
in which he is serving at the request of the corporation, has been
successful in the merits or otherwise in defense of any action,
suit or proceeding referred to in this Article V, or in defense of
any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably
incurred by him in connection therewith.
Any
indemnification under this Article V (unless ordered by a court)
shall be made by the corporation only upon determination that
indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct
set forth in this Article V. Such determination shall be made (a)
by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceedings, or (b) if such a quorum is not attainable, or, even if
attainable a quorum of disinterested directors so directs, by
independent legal counsel and a written opinion, or (c) by the
shareholders.
Expenses
incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this Article V.
§
5.2. Indemnification of
Employees and Agents. Persons who are not directors or
officers of the corporation but who are employees or agents of the
corporation or who are serving at the request of the corporation as
employees or agents of another corporation, partnership, joint
venture, trust or enterprise may be indemnified to the extent
authorized at any time or from time to time by the board of the
corporation, upon a determination that indemnification of the
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct this Article V.
Such
determination shall be made (a) by the board by a majority vote of
a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (c) by the shareholders.
§
5.3. Non-Exclusive.
The indemnification provided by this Article V shall not be deemed
exclusive of any other rights to which any person is indemnified,
may be entitled under any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his
official capacity and as to action in some other capacity while
holding such office, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a
person.
For
the purposes of this Article V, references to "the corporation"
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
officers, directors 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 of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this Article V with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
The
invalidity or enforceability of any provision of this Article V
shall not affect the validity or enforceability of any other
provision hereof.
§
5.4. Insurance. The
Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status,
whether or not the corporation would have the power to indemnify
such person.
§
5.5. Advance Expenses for
Directors. If a determination is made, following the
procedures of the Nevada Revised Statutes that the director has met
the following requirements; and if an authorization of payment is
made, following the procedures and standards set forth in the
Nevada Revised Statutes, then unless otherwise provided in the
Articles of Incorporation, the company shall pay for or reimburse
the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding
if:
(1) The director furnishes the corporation a written affirmation of
his good faith belief that he has met the standard of conduct
described in § 5.1 of this Article V.
(2) the director furnishes the corporation a written undertaking,
executed personally or on his belief, to repay the advance if it is
ultimately determined that he did not meet the standard of conduct
(which undertaking must be in unlimited general obligation of the
director but need not be secured and may be accepted without
reference to financial ability to make repayment); and
(3) a determination is made that the facts then known to those
making the determination would not preclude indemnification under
§ 5.1 of this Article V or under the Nevada Revised
Statutes.
ARTICLE
VI. CERTIFICATE FOR SHARES AND THEIR TRANSFER
§
6.1. Certificates for
Shares.
A.
Content.
Certificates representing shares of the corporation shall at
minimum, state on their face the name of the corporation and that
it is formed under the laws of Nevada; the name of the person to
whom issued; and the number and class of shares and the designation
of the series, if any, the certificate represents; and be in such
form as determined by the Board of Directors. Such certificates
shall be signed (either manually or by facsimile) by the President
or a Vice-President and by the Secretary or an Assistant Secretary
and may be sealed with a corporate seal or a facsimile thereof.
Each certificate for shares shall be consecutively numbered or
otherwise identified.
B.
Legend as to Class or
Series. If the corporation is authorized to issue different
classes of shares or different series within a class, the
designation, relative rights, preferences, and limitations
applicable to each class and the variations in rights, preferences,
and limitations determined for each series (and the authority of
the Board of Directors to determine variations for future series)
must be summarized on the front or back of each certificate.
Alternatively, each certificate may state conspicuously on its
front or back that the corporation will furnish the shareholder
this information on request in writing and without
charge.
C.
Shareholder List.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the
corporation.
D. Transferring
Shares. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost,
destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as the
Board of Directors may prescribe.
§
6.2. Shares Without
Certificates.
A. Issuing Shares Without
Certificates. Unless the Articles of Incorporation provide
otherwise, the Board of Directors may authorize the issue of some
or all the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already
represented by certificates until they are surrendered to the
corporation.
B.
Information Statement
Required. Within a reasonable time after the issue or
ransfer of shares without certificates, the corporation shall send
the shareholder a written statement containing at
minimum:
(1)
the name of the issuing corporation and that it is organized under
the law of the state of Nevada;
(2)
the name of the person to whom issued; and
(3)
the number and class of shares and the designation of the series,
if any, of the issued shares.
If
the corporation is authorized to issue different classes of shares
or different series within a class, the written statement shall
describe the designations, relative rights, preferences, and
limitations applicable to each class and the variation in rights,
preferences, and limitations determined for each series (and the
authority of the Board of Directors to determine variations for
future series).
§
6.3. Registration of the
Transfer of Shares. Registration of the transfer of shares
of the corporation shall be made only on the stock transfer books
of the corporation. In order to register a transfer, the record
owner shall surrender the shares to the corporation for
cancellation, properly endorsed by the appropriate person or
persons with reasonable assurances that the endorsements are
genuine and effective. Unless the corporation has established a
procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in
whose name the shares stand on the books of the corporation shall
be deemed by the corporation to be the owner thereof for all
purposes.
§
6.4. Restrictions on
Transfer of Shares Permitted. The Board of Directors (or
shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security
convertible into, or carrying a right to subscribe for or acquire
shares). A restriction does not affect shares issued before the
restriction was adopted unless the holders of the shares are
parties to the restriction agreement or voted in favor of the
restriction. A restriction on the transfer or registration of
transfer of shares may be authorized:
(1)
to maintain the corporation's status when it is dependent on the
number or identity of its shareholders'
(2)
to preserve exemptions under federal or state securities
law;
(3)
for any other reasonable purpose.
A
restriction on the transfer or registration of transfer or shares
may:
(1)
obligate the shareholder first to offer the corporation or other
persons (separately, consecutively, or simultaneously) an
opportunity to acquire the restricted shares;
(2)
obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted
shares;
(3)
require the corporation, the holders or any class of its shares, or
another person to approve the transfer of the restricted shares, if
the requirement is not manifestly unreasonable;
(4)
prohibit the transfer of the restricted shares to designated
persons or classes of persons, if the prohibition is not manifestly
unreasonable.
A
restriction on the transfer or resignation of transfer of shares is
valid and enforceable against the holder or a transferee of the
holder if the restriction is authorized by this section and its
existence is noted conspicuously on the front or back of the
certificate or is contained in the information statement required
by ss. 6.2 of this Article VI with regard to shares issued without
certificates. Unless so noted, a restriction is not enforceable
against a person without knowledge of the restriction.
§
6.5. Acquisition of Shares. The corporation may acquire its own
shares and unless otherwise provided in the Articles of
Incorporation, the shares so acquired constitute authorized but
unissued shares.
§
6.6. Lost, Stolen or
Destroyed Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in
such manner as it shall require and/or give the corporation a bond
in such sum 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.
ARTICLE
VII. DISTRIBUTIONS
§
7.1. Distributions.
The Board of Directors may authorize, and the corporation may make,
distributions (including dividends on its outstanding shares) in
the manner and upon the terms and conditions provided by law and in
the corporation's Articles of Incorporation.
ARTICLE
VIII. GENERAL PROVISIONS
§
8.1. Corporate
Seal. The Board of Directors may provide for a corporate
seal which may be circular in form and have inscribed thereon any
designation including the name of the corporation, Nevada as the
state of incorporation, and the words "Corporate Seal". The
corporation shall not be required to have a corporate
seal.
§
8.2. Fiscal Year.
The fiscal year of the Corporation shall be determined by the Board
of Directors.
§
8.3. Evidence of
Authority. A certificate by the Secretary, or an Assistant
Secretary, or a temporary secretary, as to any action taken by the
shareholders, directors, a committee or any officer of
representative of the corporation shall as to all persons who rely
on the certificate in good faith be conclusive evidence of such
action.
§
8.4. Articles of
Incorporation. All references in these Bylaws to the
Articles of Incorporation shall be deemed to refer to the Articles
of Incorporation of the Corporation, as amended and in effect from
time to time.
§
8.5. Pronouns. All
pronouns used in these Bylaws shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.
ARTICLE
IX.
FORUM
FOR LITIGATION
§9.1.
Exclusive Forum for
Certain Litigation. Unless the corporation consents in
writing to the selection of an alternative forum, the sole and
exclusive forum for (i) any derivative action or proceeding brought
on behalf of the corporation, (ii) any action asserting a claim of
breach of a fiduciary duty owed by any director or officer or other
employee of the corporation to the corporation or the
corporation’s shareholders, (iii) any action asserting a
claim against the corporation or any director or officer or other
employee of the corporation arising pursuant to any provision of
the Nevada Revised Statutes or the corporation’s Articles of
Incorporation or these Bylaws (in each case, as they may be amended
from time to time), or (iv) any action asserting a claim against
the corporation or any director or officer or other employee of the
corporation governed by the internal affairs doctrine shall be a
state court located within the State of Nevada (or, if no state
court located within the State of Nevada has jurisdiction, the
federal district court for the District of Nevada).
ARTICLE
X. AMENDMENTS
§
10.1. Amendments.
The corporation's Board of Directors may amend or repeal the
corporation's Bylaws unless:
A. the
Articles of Incorporation or the Nevada Revised Statutes reserve
this power exclusively to the shareholders in whole or part;
or
B. the
shareholders in adopting, amending or repealing a particular Bylaw
provide expressly that the Board of Directors may not amend or
repeal that Bylaw; or
The
corporation's shareholders may amend or repeal the corporation's
Bylaws even though the Bylaws may also be amended or repealed by
its Board of Directors.
ADOPTED
THIS 19th day of October 2016.
/s/
Randy K. Fields
Randy
K. Fields, CEO/President