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S-1 - Stone Harbor Investments, Inc. | v162341_s1.htm |
EX-5.1 - Stone Harbor Investments, Inc. | v162341_ex5-1.htm |
EX-3.1 - Stone Harbor Investments, Inc. | v162341_ex3-1.htm |
EX-23.1 - Stone Harbor Investments, Inc. | v162341_ex23-1.htm |
BYLAWS
OF
STONE
HARBOR INVESTMENTS, INC.
A
Nevada Corporation
As
of May 14, 2009
ARTICLE
I
Meetings
of Stockholders
Section
1.1 Time and Place. Any
meeting of the stockholders may be held at such time and such place, either
within or without the State of Nevada, as shall be designated from time to time
by resolution of the board of directors or as shall be stated in a duly
authorized notice of the meeting.
Section
1.2 Annual
Meeting. The annual
meeting of the stockholders shall be held on the date and at the time fixed,
from time to time, by the board of directors. The annual meeting shall be for
the purpose of electing a board of directors and transacting such other business
as may properly be brought before the meeting.
Section
1.3 Special Meetings.
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the articles of incorporation, may be
called by the president and shall be called by the president or
secretary if requested in writing by the holders of not less than one-tenth
(1/10) of all the shares entitled to vote at the meeting. Such request shall
state the purpose or purposes of the proposed meeting.
Section
1.4 Notices. Written
notice stating the place, date and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
not less than ten nor more than sixty days before the date of the meeting,
except as otherwise required by statute or the articles of incorporation, either
personally, by mail or by a form of electronic transmission consented to by the
stockholder, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the official
government mail of the United States or any other country, postage prepaid,
addressed to the stockholder at his address as it appears on the stock records
of the Corporation. If given personally or otherwise than by mail, such notice
shall be deemed to be given when either handed to the stockholder or delivered
to the stockholder’s address as it appears on the records of the
Corporation.
Section
1.5 Record Date. In order
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting, or at any adjournment of a meeting, of stockholders; or
entitled to receive payment of any dividend or other distribution or allotment
of any rights; or 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 by the board of directors. The record date for determining the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof shall not be more than sixty nor less than ten days
before the date of such meeting. The record date for determining the
stockholders entitled to consent to corporate action in writing without a
meeting shall not be more than ten days after the date upon which the resolution
fixing the record date is adopted by the board of directors. The record date for
any other action shall not be more than sixty days prior to such action. If no
record date is fixed, (i) the record date for determining stockholders entitled
to notice of or to vote at any meeting shall be at the close of business on the
day next preceding the day on which notice is given or, if notice is waived by
all stockholders, at the close of business on the day next preceding the day on
which the meeting is held; (ii) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the board of directors is required, shall be the first
date on which a signed written consent setting forth the action taken or to be
taken is delivered to the Corporation and, when prior action by the board of
directors is required, shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action; and (iii) the
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the board of directors adopts the
resolution relating to such other purpose. 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.
Section
1.6 Voting List. If the
Corporation shall have more than five (5) shareholders, the secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, at the
Corporation’s principal offices. The list shall be produced and kept at the
place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present.
Section
1.7 Quorum. The holders
of a majority of the stock issued and outstanding and entitled to vote at the
meeting, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except as
otherwise provided by statute or by the articles of incorporation. If, however,
such a quorum shall not be present at any meeting of stockholders, the
stockholders entitled to vote, present in person or represented by proxy, shall
have the power to adjourn the meeting from time to time, without notice if the
time and place are announced at the meeting, until a quorum shall be present. At
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting. If the
adjournment is for more than thirty 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
1.8 Voting and Proxies.
At every meeting of the stockholders, each stockholder shall be entitled to one
vote, in person or by proxy, for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after six months
from its date unless the proxy provides for a longer period, which may not
exceed seven years. When a specified item of business is required to be voted on
by a class or series of stock, the holders of a majority of the shares of such
class or series shall constitute a quorum for the transaction of such item of
business by that class or series. If a quorum is present at a properly held
meeting of the shareholders, the affirmative vote of the holders of a majority
of the shares represented in person or by proxy and entitled to vote on the
subject matter under consideration, shall be the act of the shareholders, unless
the vote of a greater number or voting by classes (i) is required by the
articles of incorporation, or (ii) has been provided for in an agreement among
all shareholders entered into pursuant to and enforceable under Nevada Revised
Statutes §78.365.
Section
1.9 Waiver. Attendance of
a stockholder of the Corporation, either in person or by proxy, at any meeting,
whether annual or special, shall constitute a waiver of notice of such meeting,
except where a 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. A written waiver of
notice of any such meeting signed by a stockholder or stockholders entitled to
such notice, whether before, at or after the time for notice or the time of the
meeting, shall be equivalent to notice. Neither the business to be transacted
at, nor the purpose of, any meeting need be specified in any written waiver of
notice.
Section
1.10 Stockholder Action Without a
Meeting. Except as may otherwise be provided by any applicable
provision of the Nevada Revised Statutes, any action required or permitted to be
taken at a meeting of the stockholders may be taken without a meeting if, before
or after the action, a written consent thereto is signed by stockholders holding
at least a majority of the voting power; provided that if a different proportion
of voting power is required for such an action at a meeting, then that
proportion of written consents is required. In no instance where
action is authorized by written consent need a meeting of stockholders be called
or noticed.
ARTICLE
II
Directors
Section
2.1 Number. The number of
directors shall be one or more, as fixed from time to time by resolution of the
board of directors; provided, however, that the number of directors shall not be
reduced so as to shorten the tenure of any director at the time in
office.
Section
2.2 Elections. Except as
provided in Section 2.3 of this Article II, the board of directors shall be
elected at the annual meeting of the stockholders or at a special meeting called
for that purpose. Each director shall hold such office until his successor is
elected and qualified or until his earlier resignation or removal.
Section
2.3 Vacancies. Any
vacancy occurring on the board of directors and any directorship to be filled by
reason of an increase in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors, although less than a quorum, or
by a sole remaining director. Such newly elected director shall hold such office
until his successor is elected and qualified or until his earlier resignation or
removal.
Section
2.4 Meetings. The board
of directors may, by resolution, establish a place and time for regular meetings
which may be held without call or notice.
Section
2.5 Notice of Special
Meetings. Special meetings may be called by the chairman, the
president or any two members of the board of directors. Notice of
special meetings shall be given to each member of the board of directors: (i) by
mail by the secretary, the chairman or the members of the board calling the
meeting by depositing the same in the official government mail of the United
States or any other country, postage prepaid, at least seven days before the
meeting, addressed to the director at the last address he has furnished to the
Corporation for this purpose, and any notice so mailed shall be deemed to have
been given at the time when mailed; or (ii) in person, by telephone or by
electronic transmission addressed as stated above at least forty-eight hours
before the meeting, and such notice shall be deemed to have been given when such
personal or telephone conversation occurs or at the time when such electronic
transmission is delivered to such address.
Section
2.6 Quorum. At all
meetings of the board, a majority of the total number of directors shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the board of directors, except as otherwise specifically required by
statute, the articles of incorporation or these bylaws. If less than a quorum is
present, the director or directors present may adjourn the meeting from time to
time without further notice. Voting by proxy is not permitted at meetings of the
board of directors.
Section
2.7 Waiver. Attendance of
a director at a meeting of the board of directors shall constitute a waiver of
notice of such meeting, except where a director 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. A written waiver of notice signed by a director or directors entitled
to such notice, whether before, at or after the time for notice or the time of
the meeting, shall be equivalent to the giving of such notice.
Section
2.8 Action Without
Meeting. Any action required or permitted to be taken at a meeting of the
board of directors may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the directors and
filed with the minutes of proceedings of the board of directors. Any such
consent may be in counterparts and shall be effective on the date of the last
signature thereon unless otherwise provided therein.
Section
2.9 Attendance by
Telephone. Members of the board of directors may participate in a meeting
of such board by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other and such participation in a meeting shall constitute presence in
person at such meeting.
ARTICLE
III
Officers
Section
3.1 Election. The
Corporation shall have such officers, with such titles and duties, as the board
of directors may determine by resolution, which must include a chairman of the
board, a president, a secretary and a treasurer and may include one or more vice
presidents and one or more assistants to such officers. The officers shall in
any event have such titles and duties as shall enable the Corporation to sign
instruments and stock certificates complying with Section 6.1 of these bylaws,
and one of the officers shall have the duty to record the proceedings of the
stockholders and the directors in a book to be kept for that purpose. The
officers shall be elected by the board of directors; provided, however, that the
chairman may appoint one or more assistant secretaries and assistant treasurers
and such other subordinate officers as he deems necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
are prescribed in the bylaws or as may be determined from time to time by the
board of directors or the chairman. Any two or more offices may be held by the
same person.
Section
3.2 Removal and
Resignation. Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a majority of the board of
directors. Any officer appointed by the chairman may be removed at any time by
the board of directors or the chairman. Any officer may resign at any time by
giving written notice of his resignation to the chairman or to the secretary,
and acceptance of such resignation shall not be necessary to make it effective
unless the notice so provides. Any vacancy occurring in any office of chairman
of the board, president, vice president, secretary or treasurer shall be filled
by the board of directors. Any vacancy occurring in any other office may be
filled by the chairman.
Section
3.3 Chairman of the
Board. The chairman of the board shall preside at all meetings of
shareholders and of the board of directors, and shall have the powers
and perform the duties usually pertaining to such office, and shall
have such other powers and perform such other duties as may be from time to time
prescribed by the board of directors..
Section
3.4 President. The
president shall be the chief executive officer of the Corporation, and shall
have general and active management of the business and affairs of the
Corporation, under the direction of the board of directors. Unless the board of
directors has appointed another presiding officer, the president shall preside
at all meetings of the shareholders.
Section
3.5 Vice President. The
vice president or, if there is more than one, the vice presidents in the order
determined by the board of directors or, in lieu of such determination, in the
order determined by the president, shall be the officer or officers next in
seniority after the president. Each vice president shall also perform such
duties and exercise such powers as are appropriate and such as are prescribed by
the board of directors or, in lieu of or in addition to such prescription, such
as are prescribed by the president from time to time. Upon the death, absence or
disability of the president, the vice president or, if there is more than one,
the vice presidents in the order determined by the board of directors or, in
lieu of such determination, in the order determined by the president, or, in
lieu of such determination, in the order determined by the chairman, shall be
the officer or officers next in seniority after the president. in the order
determined by the and shall perform the duties and exercise the
powers of the president.
Section
3.6 Assistant Vice
President. The assistant vice president, if any, or, if there is more
than one, the assistant vice presidents shall, under the supervision of the
president or a vice president, perform such duties and have such powers as are
prescribed by the board of directors, the president or a vice president from
time to time.
Section
3.7 Secretary. The
secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors, keep the minutes of
such meetings, have charge of the corporate seal and stock records, be
responsible for the maintenance of all corporate files and records and the
preparation and filing of reports to governmental agencies (other than tax
returns), have authority to affix the corporate seal to any instrument requiring
it (and, when so affixed, attest it by his signature), and perform such other
duties and have such other powers as are appropriate and such as are prescribed
by the board of directors or the president from time to time.
Section
3.8 Assistant Secretary.
The assistant secretary, if any, or, if there is more than one, the assistant
secretaries in the order determined by the board of directors or, in lieu of
such determination, by the president or the secretary shall, in the absence or
disability of the secretary or in case such duties are specifically delegated to
him by the board of directors, the chairman, or the secretary, perform the
duties and exercise the powers of the secretary and shall, under the supervision
of the secretary, perform such other duties and have such other powers as are
prescribed by the board of directors, the chairman, or the secretary from time
to time.
Section
3.9 Treasurer. The
treasurer shall have control of the funds and the care and custody of all the
stocks, bonds and other securities of the Corporation and shall be responsible
for the preparation and filing of tax returns. He shall receive all moneys paid
to the Corporation and shall have authority to give receipts and vouchers, to
sign and endorse checks and warrants in its name and on its behalf, and give
full discharge for the same. He shall also have charge of the disbursement of
the funds of the Corporation and shall keep full and accurate records of the
receipts and disbursements. He shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
shall be designated by the board of directors and shall perform such other
duties and have such other powers as are appropriate and such as are prescribed
by the board of directors or the president from time to time.
Section
3.10 Assistant Treasurer.
The assistant treasurer, if any, or, if there is more than one, the assistant
treasurers in the order determined by the board of directors or, in lieu of such
determination, by the chairman or the treasurer shall, in the absence or
disability of the treasurer or in case such duties are specifically delegated to
him by the board of directors, the chairman or the treasurer, perform the duties
and exercise the powers of the treasurer and shall, under the supervision of the
treasurer, perform such other duties and have such other powers as are
prescribed by the board of directors, the president or the treasurer from time
to time.
Section
3.11 Compensation.
Officers shall receive such compensation, if any, for their services as may be
authorized or ratified by the board of directors. Election or appointment as an
officer shall not of itself create a right to compensation for services
performed as such officer.
ARTICLE
IV
Committees
Section
4.1 Designation of
Committees. The board of directors may establish committees for the
performance of delegated or designated functions to the extent permitted by law,
each committee to consist of one or more directors of the Corporation, and if
the board of directors so determines, one or more persons who are not directors
of the Corporation. In the absence or disqualification of a 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 such absent or disqualified member.
Section
4.2 Committee Powers and
Authority. The board of directors may provide, by resolution or by
amendment to these bylaws, for an Executive Committee to consist of one or more
directors of the Corporation (but no persons who are not directors of the
Corporation) that may exercise all the power and authority of the board of
directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that an Executive Committee may not exercise the
power or authority of the board of directors in reference to amending the
articles of incorporation (except that an Executive 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, pursuant to Article 3(3) of the
articles of incorporation, fix the designations and any of the preferences or
rights of shares of preferred stock relating to dividends, redemption,
dissolution, any distribution of property or assets of the Corporation, or the
conversion into, or the exchange of 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 these bylaws; and, unless the
resolution expressly so provides, no an Executive Committee shall have the power
or authority to declare a dividend or to authorize the issuance of
stock.
Section
4.3 Committee Procedures.
To the extent the board of directors or the committee does not establish other
procedures for the committee, each committee shall be governed by the procedures
established in Section 2.4 (except as they relate to an annual meeting of the
board of directors) and Sections 2.5, 2.6, 2.7, 2.8 and 2.9 of these bylaws, as
if the committee were the board of directors.
ARTICLE
V
Indemnification
Section
5.1 Expenses for Actions Other
Than By or In the Right of the Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a director
or officer of the Corporation, or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, association or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with which action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
Section
5.2 Expenses for Actions By or
In the Right of the Corporation. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or, while a director or officer
of the Corporation, is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, association or other enterprise, against expenses (including
attorneys’ fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section
5.3 Successful Defense.
To the extent that any person referred to in the preceding two sections of this
Article V has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in such sections, or in defense of any
claim issue, or matter therein, he shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred by him in
connection therewith.
Section
5.4 Determination to
Indemnify. Any indemnification under the first two sections of this
Article V (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standard of conduct set forth therein. Such determination shall be
made (i) by the stockholders, (ii) by the board of directors by majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (iii) if such quorum is not obtainable or, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion.
Section
5.5 Expense Advances.
Expenses incurred by an officer or director in defending any civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article V.
Section
5.6 Provisions
Nonexclusive. The indemnification and advancement of expenses provided
by, or granted pursuant to, the other sections of this Article V shall not be
deemed exclusive of any other rights to which any person seeking indemnification
or advancement of expenses may be entitled under the articles of incorporation
or under any other bylaw, agreement, insurance policy, vote of stockholders or
disinterested directors, statute or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office.
Section
5.7 Insurance. By action
of the board of directors, notwithstanding any interest of the directors in the
action, the Corporation shall have power to purchase and maintain insurance, in
such amounts as the board of directors deems appropriate, on behalf of any
person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, association or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not he is
indemnified against such liability or expense under the provisions of this
Article V and whether or not the Corporation would have the power or would be
required to indemnify him against such liability under the provisions of this
Article V or of the Nevada Revised Statutes §78.7502; §78.751 or §78.752 or by
any other applicable law.
Section
5.8 Surviving
Corporation. The board of directors may provide by resolution that
references to “the Corporation” in this Article V shall include, in addition to
this Corporation, all constituent corporations absorbed in a merger with this
Corporation so that any person who was a director or officer of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, employee or agent of another corporation,
partnership, joint venture, trust, association or other entity shall stand in
the same position under the provisions of this Article V with respect to this
Corporation as he would if he had served this Corporation in the same capacity
or is or was so serving such other entity at the request of this Corporation, as
the case may be.
Section
5.9 Inurement. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article V shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors, and
administrators of such person.
Section
5.10 Employees and Agents.
To the same extent as it may do for a director or officer, the Corporation may
indemnify and advance expenses to a person who is not and was not a director or
officer of the Corporation but who is or was an employee or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, association or other enterprise.
ARTICLE
VI
Stock
Section
6.1 Certificates. Every
holder of stock in the Corporation represented by certificates and, upon
request, every holder of uncertificated shares shall be entitled to have a
certificate, signed by or in the name of the Corporation by the President or
chairman of the board of directors, or a vice president, and by the secretary or
an assistant secretary, or the treasurer or an assistant treasurer of the
Corporation, certifying the number of shares owned by him in the
Corporation.
Section
6.2 Facsimile Signatures.
Where a certificate of stock is countersigned (i) by a transfer agent other than
the Corporation or its employee or (ii) by a registrar other than the
Corporation or its employee, any other signature on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature or signatures have been placed upon, any such
certificate shall cease to be such officer, transfer agent or registrar, whether
because of death, resignation or otherwise, before such certificate is issued,
the certificate may nevertheless be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.
Section
6.3 Transfer of Stock.
Transfers of shares of stock of the Corporation shall be made on the books of
the Corporation only upon presentation of the certificate or certificates
representing such shares properly endorsed or accompanied by a proper instrument
of assignment, except as may otherwise be expressly provided by the laws of the
State of Nevada or by order by a court of competent jurisdiction. The officers
or transfer agents of the Corporation may, in their discretion, require a
signature guaranty before making any transfer.
Section
6.4 Lost Certificates.
The board of directors may direct that a new certificate of stock be issued in
place of any certificate issued by the Corporation that is alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate, the board of directors may, in its
discretion and as a condition precedent to the issuance of a new certificate,
require the owner of such lost, stolen, or destroyed certificate, or his legal
representative, to give the Corporation a bond in such sum as it may reasonably
direct as indemnity against any claim that may be made against the Corporation
on account of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate.
ARTICLE
VII
Seal
The board
of directors may, but are not required to, adopt and provide a common seal or
stamp which, when adopted, shall constitute the corporate seal of the
Corporation. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or manually reproduced.
ARTICLE
VIII
Fiscal
Year
The board
of directors, by resolution, may adopt a fiscal year for the
Corporation.
ARTICLE
IX
Amendment
These
bylaws may at any time and from time to time be amended, altered or repealed
exclusively by the board of directors, as provided in the articles of
incorporation.