Attached files
Exhibit
3.2
BYLAWS
OF
SURNA
INC.
I.
SHAREHOLDER'S MEETING.
.01 Annual
Meetings.
The
annual meeting of the shareholders of this Corporation, for the purpose of
election of Directors and for such other business as may come before it, shall
be held at the registered office of the Corporation, or such other places,
either within or without the State of Nevada, as may be designated by the notice
of the meeting, on the first week in March of each and every year, at 1:00 p.m.,
commencing in 2011 but in case such day shall be a legal holiday, the meeting
shall be held at the same hour and place on the next succeeding day not a
holiday.
.02 Special
Meeting.
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Special
meetings of the shareholders of this Corporation may be called at any time
by the holders of ten percent (10%) of the voting shares of the
Corporation, or by the President, or by the Board of Directors or a
majority thereof. No business shall be transacted at any
special meeting of shareholders except as is specified in the notice
calling for said meeting. The Board of Directors may designate
any place, either within or without the State of Nevada, as the place of
any special meeting called by the president or the Board of Directors, and
special meetings called at the request of shareholders shall be held at
such place in the State of Nevada, as may be determined by the Board of
Directors and placed in the notice of such
meeting.
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.03 Notice of
Meeting.
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Written
notice of annual or special meetings of shareholders stating the place,
day, and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called shall be given by the
secretary or persons authorized to call the meeting to each shareholder of
record entitled to vote at the meeting. Such notice shall be
given not less than ten (10) nor more than fifty (50) days prior to the
date of the meeting, and such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at
his/her address as it appears on the stock transfer books of the
Corporation.
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.04 Waiver of
Notice.
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Notice
of the time, place, and purpose of any meeting may be waived in writing
and will be waived by any shareholder by his/her attendance thereat in
person or by proxy. Any shareholder so waiving shall be bound
by the proceedings of any such meeting in all respects as if due notice
thereof had been given.
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.05 Quorum and Adjourned
Meetings.
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A
majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. A majority of the shares represented at a
meeting, even if less than a quorum, may adjourn the meeting from time to
time without further notice. At such adjourned meeting at which
a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a
quorum.
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.06 Proxies.
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At
all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by his/her duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the
proxy.
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.07 Voting of
Shares.
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Except
as otherwise provided in the Articles of Incorporation or in these Bylaws,
every shareholder of record shall have the right at every shareholder's
meeting to one (1) vote for every share standing in his/her name on the
books of the Corporation, and the affirmative vote of a majority of the
shares represented at a meeting and entitled to vote thereat
shall be necessary for the adoption of a motion or for the determination
of all questions and business which shall come before the
meeting.
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II. DIRECTORS.
.01 General
Powers.
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The
business and affairs of the Corporation shall be managed by its Board of
Directors.
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.02 Number, Tenure and
Qualifications.
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The
number of Directors of the Corporation shall be not less than one nor more
than thirteen. Each Director shall hold office until the next
annual meeting of shareholders and until his/her successor shall have been
elected and qualified. Directors need not be residents of the
State of Nevada or shareholders of the
Corporation.
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.03 Election.
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The
Directors shall be elected by the shareholders at their annual meeting
each year; and if, for any cause the Directors shall not have been elected
at an annual meeting, they may be elected at a special meeting of
shareholders called for that purpose in the manner provided by these
Bylaws.
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.04 Vacancies.
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In
case of any vacancy in the Board of Directors, the remaining Directors,
whether constituting a quorum or not, may elect a successor to hold office
for the unexpired portion of the terms of the Directors whose place shall
be vacant, and until his/her successor shall have been duly elected and
qualified. Further, the remaining Directors may fill any empty
seats on the Board of Directors even if the empty seats have never been
occupied.
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.05 Resignation.
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Any
Director may resign at any time by delivering written notice to the
secretary of the Corporation.
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.06 Meetings.
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At
any annual, special or regular meeting of the Board of Directors, any
business may be transacted, and the Board may exercise all of its
powers. Any such annual, special or regular meeting of the
Board of Directors of the Corporation may be held outside of the State of
Nevada, and any member or members of the Board of Directors of the
Corporation may participate in any such meeting by means of a conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time;
the participation by such means shall constitute presence in person at
such meeting.
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A. Annual Meeting of
Directors.
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Annual
meetings of the Board of Directors shall be held immediately after the
annual shareholders' meeting or at such time and place as may be
determined by the Directors. No notice of the annual meeting of
the Board of Directors shall be
necessary.
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B. Special
Meetings.
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Special
meetings of the Directors shall be called at any time and place upon the
call of the president or any Director. Notice of the time and
place of each special meeting shall be given by the secretary, or the
persons calling the meeting, by mail, radio, telegram, or by personal
communication by telephone or otherwise at least one (1) day in advance of
the time of the meeting. The purpose of the meeting need not be
given in the notice. Notice of any special meeting may be
waived in writing or by telegram (either before or after such meeting) and
will be waived by any Director in attendance at such
meeting.
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C. Regular Meetings of
Directors.
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Regular
meetings of the Board of Directors shall be held at such place and on such
day and hour as shall from time to time be fixed by resolution of the
Board of Directors. No notice of regular meetings of the Board
of Directors shall be necessary.
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.07 Quorum and
Voting.
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A
majority of the Directors presently in office shall constitute a quorum
for all purposes, but a lesser number may adjourn any meeting, and the
meeting may be held as adjourned without further notice. At
each meeting of the Board at which a quorum is present, the act of a
majority of the Directors present at the meeting shall be the act of the
Board of Directors. The Directors present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave less than a
quorum.
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.08 Compensation.
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By
resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in any other capacity
and receiving compensation
therefor.
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.09 Presumption of
Assent.
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A
Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his/her dissent shall
be entered in the minutes of the meeting or unless he/she shall file
his/her written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the Corporation
immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such
action.
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.10 Executive and Other
Committees.
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The
Board of Directors, by resolution adopted by a majority of the full Board
of Directors, may designate from among its members an executive committee
and one of more other committees, each of which, to the extent provided in
such resolution, shall have and may exercise all the authority of the
Board of Directors, but no such committee shall have the authority of the
Board of Directors, in reference to amending the Articles of
Incorporation, adoption a plan of merger or consolidation, recommending to
the shareholders the sale, lease, exchange, or other disposition of all of
substantially all the property and assets of the dissolution of the
Corporation or a revocation thereof, designation of any such committee and
the delegation thereto of authority shall not operate to relieve any
member of the Board of Directors of any responsibility imposed by
law.
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.11 Chairman of Board of
Directors.
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The
Board of Directors may, in its discretion, elect a chairman of the Board
of Directors from its members; and, if a chairman has been elected, he/she
shall, when present, preside at all meetings of the Board of Directors and
the shareholders and shall have such other powers as the Board may
prescribe.
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.12 Removal.
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Directors
may be removed from office with or without cause by a vote of shareholders
holding a majority of the shares entitled to vote at an election of
Directors.
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III. ACTIONS
BY WRITTEN CONSENT.
Any
corporate action required by the Articles of Incorporation, Bylaws, or the laws
under which this Corporation is formed, to be voted upon or approved at a duly
called meeting of the Directors may be accomplished without a meeting if a
written memorandum setting forth the action so taken, shall be signed by all the
Directors. Any corporate action required by the Articles of Incorporation,
Bylaws, or the laws under which this Corporation is formed, to be voted upon or
approved at a duly called meeting of the Shareholders, may be accomplished
without a meeting if a written memorandum setting forth the action so taken,
shall be signed by holders of a majority of the total outstanding shares of
common stock.
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IV. OFFICERS.
.01 Officers
Designated.
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The
Officers of the Corporation shall be a president, one or more vice
presidents (the number thereof to be determined by the Board of
Directors), a secretary and a treasurer, each of whom shall be elected by
the Board of Directors. Such other Officers and assistant
officers as may be deemed necessary may be elected or appointed by the
Board of Directors. Any Officer may be held by the same person,
except that in the event that the Corporation shall have more than one
director, the offices of president and secretary shall be held by
different persons.
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.02 Election, Qualification
and Term of Office.
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Each
of the Officers shall be elected by the Board of
Directors. None of said Officers except the president need be a
Director, but a vice president who is not a Director cannot succeed to or
fill the office of president. The Officers shall be elected by
the Board of Directors. Except as hereinafter provide, each of
said Officers shall hold office from the date of his/her election until
the next annual meeting of the Board of Directors and until his/her
successor shall have been duly elected and
qualified.
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.03 Powers and
Duties.
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The
powers and duties of the respective corporate Officers shall be as
follows:
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A. President.
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The
president shall be the chief executive Officer of the Corporation and,
subject to the direction and control of the Board of Directors, shall have
general charge and supervision over its property, business, and
affairs. He/she shall, unless a Chairman of the Board of
Directors has been elected and is present, preside at meetings of the
shareholders and the Board of
Directors.
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B. Vice
President.
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In
the absence of the president or his/her inability to act, the senior vice
president shall act in his place and stead and shall have all the powers
and authority of the president, except as limited by resolution of the
Board of Directors.
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C. Secretary.
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The
secretary shall:
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1.
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Keep
the minutes of the shareholder's and of the Board of Directors meetings in
one or more books provided for that
purpose;
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2.
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See
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law;
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3.
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Be
custodian of the corporate records and of the seal of the Corporation and
affix the seal of the Corporation to all documents as may be
required;
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4.
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Keep
a register of the post office address of each shareholder which shall be
furnished to the secretary by such
shareholder;
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5.
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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;
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6.
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Have
general charge of the stock transfer books of the corporation;
and,
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7.
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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/her by the
president or by the Board of
Directors.
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D. Treasurer.
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Subject
to the direction and control of the Board of Directors, the treasurer
shall have the custody, control and disposition of the funds and
securities of the Corporation and shall account for the same; and, at the
expiration of his/her term of office, he/she shall turn over to his/her
successor all property of the Corporation in his/her
possession.
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E. Assistant Secretaries and
Assistant Treasurers.
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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, 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.
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.04 Removal.
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The
Board of Directors shall have the right to remove any Officer whenever in
its judgment the best interest of the Corporation will be served
thereby.
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.05 Vacancies.
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The
Board of Directors shall fill any office which becomes vacant with a
successor who shall hold office for the unexpired term and until his/her
successor shall have been duly elected and
qualified.
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.06 Salaries.
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The
salaries of all Officers of the Corporation shall be fixed by the Board of
Directors.
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V. SHARE
CERTIFICATES
.01 Form and Execution of
Certificates.
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Certificates
for shares of the Corporation shall be in such form as is consistent with
the provisions of the Corporation laws of the State of
Nevada. They shall be signed by the president and by the
secretary, and the seal of the Corporation shall be affixed
thereto. Certificates may be issued for fractional
shares.
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.02 Transfers.
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Shares
may be transferred by delivery of the certificates therefor, accompanied
either by an assignment in writing on the back of the certificates or by a
written power of attorney to assign and transfer the same signed by the
record holder of the certificate. Except as otherwise
specifically provided in these Bylaws, no shares shall be transferred on
the books of the Corporation until the outstanding certificate therefor
has been surrendered to the
Corporation.
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.03 Loss or Destruction of
Certificates.
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In
case of loss or destruction of any certificate of shares, another may be
issued in its place upon proof of such loss or destruction and upon the
giving of a satisfactory bond of indemnity to the
Corporation. A new certificate may be issued without requiring
any bond, when in the judgment of the Board of Directors it is proper to
do so.
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VI. BOOKS
AND RECORDS.
.01 Books of Accounts,
Minutes and Share Register.
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The
Corporation shall keep complete books and records of accounts and minutes
of the proceedings of the Board of Directors and shareholders and shall
keep at its registered office, principal place of business, or at the
office of its transfer agent or registrar a share register giving the
names of the shareholders in alphabetical order and showing their
respective addresses and the number of shares held by
each.
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.02 Copies of Resolutions.
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Any
person dealing with the Corporation may rely upon a copy of any of the
records of the proceedings, resolutions, or votes of the Board of
Directors or shareholders, when certified by the president or
secretary.
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VII. CORPORATE
SEAL.
The
Corporation is not required to have a corporate seal.
VIII. LOANS.
No loans
shall be made by the Corporation to its Officers or Directors
IX. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
.01 Indemnification.
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The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any 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 such person is or was a
Director, Trustee, Officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director, Trustee,
Officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgment, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
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 such person's 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 such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action proceeding, had
reasonable cause to believe that such person's conduct was
unlawful.
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.02 Derivative
Action
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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 the Corporation's favor by reason of the fact that such person is or
was a Director, Trustee, Officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a Director,
Trustee, Officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees) and amount paid in settlement actually
and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to
amounts paid in settlement, the settlement of the suit or action was in
the best interests of the Corporation; provided, however, 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 for gross
negligence or willful misconduct in the performance of such person's duty
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 circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as such court shall deem
proper. The termination of any action or suit by judgment or
settlement shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the
Corporation.
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.03 Successful
Defense.
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To
the extent that a Director, Trustee, Officer, employee or Agent of the
Corporation has been successful on the merits or otherwise, in whole or in
part in defense of any action, suit or proceeding referred to in
Paragraphs .01 and .02 above, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
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.04 Authorization.
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Any
indemnification under Paragraphs .01 and .02 above (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, Trustee,
Officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in Paragraphs
.01 and .02 above. Such determination shall be made (a) by the
Board of Directors of the Corporation by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or
proceeding, or (b) is such a quorum is not obtainable, by a majority vote
of the Directors who were not parties to such action, suit or
proceeding, or (c) by independent legal counsel (selected by one or more
of the Directors, whether or not a quorum and whether or not
disinterested) in a written opinion, or (d) by the
Shareholders. Anyone making such a determination under this
Paragraph .04 may determine that a person has met the standards therein
set forth as to some claims, issues or matters but not as to others, and
may reasonably prorate amounts to be paid as
indemnification.
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.05 Advances.
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Expenses
incurred in defending civil or criminal action, suit or proceeding shall
be paid by the Corporation, at any time or from time to time in advance of
the final disposition of such action, suit or proceeding as authorized in
the manner provided in Paragraph .04 above upon receipt of an undertaking
by or on behalf of the Director, Trustee, Officer, employee or agent to
repay such amount unless it shall ultimately be by the Corporation is
authorized in this Section.
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.06 Nonexclusivity.
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The
indemnification provided in this Section shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any law,
bylaw, agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a Director, Trustee, Officer, employee
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
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.07 Insurance.
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The
Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a Director, Trustee, Officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against any liability assessed against such person in any such capacity or
arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liability.
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.08 "Corporation"
Defined.
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For
purposes of this Section, references to the "Corporation" shall include,
in addition to the Corporation, an constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had the power and
authority to indemnify its Directors, Trustees, Officers, employees or
agents, so that any person who is or was a Director, Trustee, Officer,
employee or agent of such constituent corporation or of any entity a
majority of the voting stock of which is owned by such constituent
corporation or is or was serving at the request of such constituent
corporation as a Director, Trustee, Officer, employee or agent of the
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section with
respect to the resulting or surviving Corporation as such person would
have with respect to such constituent corporation if its separate
existence had continued.
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X.
AMENDMENT OF BYLAWS.
.01 By the
Shareholders.
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These
Bylaws may be amended, altered, or repealed at any regular or special
meeting of the shareholders if notice of the proposed alteration or
amendment is contained in the notice of the
meeting.
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.02 By the Board of
Directors.
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These
Bylaws may be amended, altered, or repealed by the affirmative vote of a
majority of the entire Board of Directors at any regular or special
meeting of the Board.
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XI. FISCAL
YEAR.
The
fiscal year of the Corporation shall be set by resolution of the Board of
Directors.
XII.
RULES OF ORDER.
The rules
contained in the most recent edition of Robert's Rules or Order, Newly Revised,
shall govern all meetings of shareholders and Directors where those rules are
not inconsistent with the Articles of Incorporation, Bylaws, or special rules or
order of the Corporation.
XIII. REIMBURSEMENT
OF DISALLOWED EXPENSES.
If any
salary, payment, reimbursement, employee fringe benefit, expense allowance
payment, or other expense incurred by the Corporation for the benefit of an
employee is disallowed in whole or in part as a deductible expense of the
Corporation for Federal Income Tax purposes, the employee shall reimburse the
Corporation, upon notice and demand, to the full extent of the
disallowance. This legally enforceable obligation is in accordance
with the provisions of Revenue Ruling 69115, 19691 C.B. 50, and is for the
purpose of entitling such employee to a business expense deduction for the
taxable year in which the repayment is made to the Corporation. In
this manner, the Corporation shall be protected from having to bear the entire
burden of disallowed expense items.
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