Attached files
| file | filename |
|---|---|
| 10-K - ANNUAL REPORT - PERIOD ENDED DECEMBER 31, 2009 - Inuvo, Inc. | inuv_10k.htm |
| EX-32.1 - EXHIBIT 32.1 - Inuvo, Inc. | inuv_ex321.htm |
| EX-31.1 - EXHIBIT 31.1 - Inuvo, Inc. | inuv_ex311.htm |
| EX-32.2 - EXHIBIT 32.2 - Inuvo, Inc. | inuv_ex322.htm |
| EX-31.2 - EXHIBIT 31.2 - Inuvo, Inc. | inuv_ex312.htm |
| EX-23.1 - EXHIBIT 23.1 - Inuvo, Inc. | inuv_ex231.htm |
| EX-10.36 - AGREEMENT - Inuvo, Inc. | inuv_ex1036.htm |
EXHIBIT
3(ii).4
AMENDED
AND RESTATED
BY-LAWS
OF
KOWABUNGA!
INC.
ARTICLE I —
OFFICES
The corporation's duly appointed
resident agent in the State of Nevada upon whom process can be served is: Incorp
Services, Inc., 3675 Pecos-McLeod, Suite 1400, Las Vegas, Nevada 89121-3881. The
corporation may have such offices, either within or without the State of
incorporation as the board of directors may designate or as the business of the
corporation may from time to time require.
ARTICLE II —
STOCKHOLDERS
1. ANNUAL
MEETING.
The annual meeting of the stockholders
shall be held on such date as is determined 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.
2. SPECIAL
MEETINGS.
Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the president or by the directors, and shall be called by the
president at the request of the holders of not less than ten percent of all the
outstanding shares of the corporation entitled to vote at the
meeting.
3. PLACE
OF MEETING.
The directors may designate any place,
either within or without the State unless otherwise prescribed by statute, as
the place of meeting for any annual meeting or for any special meeting called by
the directors. A waiver of notice signed by all stockholders entitled
to vote at a meeting may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of holding such meeting. If
no designation is made, or if a special meeting be otherwise called, the place
of meeting shall be the principal office of the corporation.
4. NOTICE
OF MEETING.
Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the president, or the secretary
or the officer or persons calling the meeting, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the stockholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon pre-paid.
5. CLOSING
OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the directors of the corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, thirty days; provided,
however, that for so long
as any class of the
corporation's capital stock is listed on an exchange or included for quotation
on an interdealer
quotation system, the directors of the corporation shall not authorize closing
of the stock transfer
books for any purpose. If the stock transfer books shall be closed for
the purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
days and, in case of a meeting of stockholders, not less than ten days prior to
the date on which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
6. VOTING
LISTS.
The officer or agent having charge of
the stock transfer books for shares of the corporation shall make, at least ten
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the principal office of the corporation or transfer agent and shall be
subject to inspection by any stockholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any stockholder during the
whole time of the meeting. The original stock transfer book shall be prima facie
evidence as to who are the stockholders entitled to examine such list or
transfer books or to vote at the meeting of stockholders.
7. QUORUM.
Unless otherwise provided by law, at
any meeting of stockholders one-third of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented 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 at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the stockholder or by his
duly authorized attorney in fact. Such proxy shall be filed with the secretary
of the corporation before or at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in
accordance with the terms and provisions of the certificate of incorporation and
these by-laws shall be entitled to one vote, in person or by proxy, for each
share of stock entitled to vote held by such stockholders. Upon the demand of
any stockholder, the vote for directors and upon any question before the meeting
shall be by ballot. All elections for directors shall be decided by plurality
vote; all other questions shall be decided by majority vote except as otherwise
provided by the certificate of incorporation or the laws of this
State.
10. ORDER
OF BUSINESS.
The order of business at all meetings
of the stockholders shall be as follows:
|
1.
|
Roll
Call.
|
|
2.
|
Proof
of notice of meeting or waiver of
notice.
|
|
3.
|
Reading
of minutes of preceding meeting.
|
|
4.
|
Reports
of Officers.
|
|
5.
|
Reports
of Committees.
|
|
6.
|
Election
of Directors.
|
|
7.
|
Unfinished
Business
|
|
8.
|
New
Business.
|
11. INFORMAL
ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any
action required to be taken at a meeting of the stockholders, or any other
action which may be taken at a meeting of the stockholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by the same percentage of all the stockholders entitled to vote with
respect to the subject matter thereof as would be required to take such action
at a meeting.
ARTICLE III - BOARD OF
DIRECTORS
1. GENERAL
POWERS.
The business and affairs of the
corporation shall be managed by its board of directors. The directors shall in
all cases act as a board, and they may adopt such rules and regulations for the
conduct of their meetings and the management of the corporation, as they may
deem proper, not inconsistent with these by-laws and the laws of this
State.
2. NUMBER,
TENURE AND QUALIFICATIONS.
The number of directors of the
corporation shall be established by the board of directors, but shall not be
less than one. The directors shall be elected at the annual
meeting of the stockholders. Directors shall be divided into three
classes, as equal in number as may be possible, and designated Class I, Class II
and Class III, respectively. Directors shall be assigned to each class in
accordance with a resolution or resolutions adopted by the board of
directors. Directors shall be elected for a full term of three years;
provided, however, that
commencing with the board of directors elected at the 2008 annual meeting, the
terms of the Class I and Class II directors shall be shortened, to the 2009 and
2010 annual meetings, respectively. The terms of the Class III directors elected
at 2008 annual meeting shall be for a full three year term, expiring at the 2011
annual meeting. The term of office of each person elected as a
director will continue until the designated annual meeting for the class of
director or until a successor has been elected and qualified, or until the
director’s earlier death, resignation or removal. If any director
resigns, dies or is otherwise unable to serve out his or her term, or if the
board increases the number of directors, the board may fill any vacancy by a
vote of a majority of the directors then in office, although less than a quorum
exists. A director elected to fill a vacancy shall serve for the unexpired term
of his or her predecessor. Vacancies occurring by reason of the removal of
directors without cause may only be filled by vote of the
stockholders. Any reduction of the authorized number of directors may
not remove any director prior to the expiration of that director’s term of
office, unless, at the time of such decrease, there shall be vacancies on the
Board that are being eliminated by such reduction. With the consent
of the serving director, the corporation may assign such serving director to any
other Class of directors.
3. REGULAR
MEETINGS.
A regular meeting of the directors
shall be held without other notice than this bylaw immediately after, and at the
same place as, the annual meeting of stockholders. The directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.
4. SPECIAL
MEETINGS.
Special meetings of the directors may
be called by or at the request of the president or any director. The person or
persons authorized to call special meetings of the directors may fix the place
for holding any special meeting of the directors called by them. A director may
attend any meeting by telephonic participation at the meeting.
5. NOTICE.
Notice of any special meeting shall be
given at least two days previously thereto by written notice delivered
personally, by electronic mail, by facsimile, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. 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 because the meeting is not lawfully
called or convened.
6. QUORUM.
At any meeting of the directors a
majority shall constitute a quorum for the transaction of business, but if less
than said number is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
7. MANNER
OF ACTING.
The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the directors.
8. NEWLY
CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting
from an increase in the number of directors and vacancies occurring in the board
for any reason except the removal of directors without cause may be filled by a
vote of a majority of the directors then in office, although less than a quorum
exists. Vacancies occurring by reason of the removal of directors
without cause shall be filled by vote of the stockholders. A director elected to
fill a vacancy caused by resignation, death or removal shall be elected to hold
office for the unexpired term of his predecessor.
9. REMOVAL
OF DIRECTORS.
Any or all of the directors may be
removed for cause by vote of the stockholders or by action of the board.
Directors may be removed without cause only by vote of the
stockholders.
10. RESIGNATION.
A director may resign at any time by
giving written notice to the board, the president or the secretary of the
corporation. Unless otherwise specified in the notice, the resignation shall
take effect upon receipt thereof by the board or such officer, and the
acceptance of the resignation shall not be necessary to make it
effective.
11. COMPENSATION.
The board
of directors shall have the authority to fix the compensation of directors.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
12. PRESUMPTION
OF ASSENT.
A director of the corporation who is
present at a meeting of the directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
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.
13. EXECUTIVE
AND OTHER COMMITTEES.
The board, by resolution, may designate
from among its members an executive committee and other committees, each
consisting of two or more directors. Each such committee shall serve at the
pleasure of the board.
ARTICLE IV —
OFFICERS
1. NUMBER
The officers of the corporation shall
be a president and chief executive officer, a secretary and a treasurer, each of
whom shall be elected by the directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the
directors.
2. ELECTION AND TERM OF
OFFICE.
The officers of the corporation to be
elected by the directors shall be elected annually at the first meeting of the
directors held after each annual meeting of the stockholders. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.
3. REMOVAL.
Any officer or agent elected or
appointed by the directors may be removed by the directors whenever in their
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
4. VACANCIES.
A vacancy in any office because
of death, resignation, removal, disqualification or otherwise, may be filled by
the directors for the unexpired portion of the term.
5. PRESIDENT.
The president shall be the principal
executive officer of the corporation and, subject to the control of the
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 stockholders and of the directors. He may sign, with the secretary or any
other proper officer of the corporation thereunto authorized by the directors,
certificates for shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the directors have authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the directors or by these by-laws 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
the president and such other duties as may be prescribed by the directors from
time to time.
6. VICE-PRESIDENT.
In the absence of the president or in
event of his death, inability or refusal to act, a vice-president may 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. A vice-president
shall perform such other duties as from time
to time may be assigned to him by the president or by the
directors.
7. SECRETARY.
The secretary shall keep the minutes of
the stockholders' and of the directors' meetings in one or more books provided for that
purpose, see that all notices are duly given in accordance with the provisions
of these by-laws or as required, be custodian of the corporate records and of
the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished
to the secretary by such stockholder, have general charge of the stock transfer
books of the corporation and in general perform all duties incident to the
office of the secretary and such other duties as from time to time may
be assigned to him by the president or by the directors.
8. TREASURER.
If required by the 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 directors shall determine. He shall have
charge and custody of and be responsible for all funds and securities of the
corporation; 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 in accordance with these by-laws and in general perform all of the
duties incident to the office of the treasurer and such other duties as from
time to time may be assigned to him by the president or by the
directors.
9. SALARIES.
The salaries of the officers shall be
fixed from time to time by the directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V - CONTRACTS,
LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
2. LOANS.
No loans shall be contracted on behalf
of the corporation and no evidence of indebtedness shall be issued in its name
unless authorized by a resolution of the directors. Such authority may be
general or confined to specific instances.
3. CHECKS,
DRAFTS, ETC.
All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the directors.
4. DEPOSITS.
All funds of the corporation not
otherwise employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositaries as the directors may
select.
ARTICLE VI -- CERTIFICATES
FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES.
The name and address of the
stockholders, the number of shares and date of issue, shall be entered in the
stock transfer books of the corporation. Shares of the capital stock of the
corporation may be certificated or uncertificated, as provided under Nevada law.
Any certificates for shares ("Certificates") shall be in such form, consistent
with law and the Articles of Incorporation, as shall be approved by the board of
directors. Any Certificates for each class, or series within a class, of shares,
shall be numbered consecutively as issued or otherwise identified. Any
Certificate shall be signed (either manually or in facsimile) by (i)
the president or a vice president and (ii) the secretary or an assistant
secretary, or by any two or more officers who may be designated by the board or
directors, and may have affixed thereto the corporate seal, which may be a
facsimile, engraved or printed.
2. UNCERTIFICATED
SHARES.
The board of directors may authorize
the issuance of uncertificated or book-entry shares of some or all of the shares
of any or all of its classes or series. The issuance of uncertificated or
book-entry shares has no effect on existing certificates for shares until
surrendered to the corporation, or on the respective rights and obligations of
the stockholders. Within a reasonable time after the issuance or transfer of
shares without certificates and a least annually thereafter, the corporation
shall send the stockholder a written statement certifying the number of shares
in the corporation owned by the
stockholder. Notwithstanding the foregoing, upon the
written request of a holder of shares of the corporation delivered to
the Secretary of the corporation or the corporation’s transfer agent, such
holder is entitled to receive one or more certificates representing the shares
of capital stock of the corporation held by such holder.
3. RECORD OF
CERTIFICATES; TRANSFERS.
4. Transfers
of certificated shares shall be assignable and transferable only on the books of
the corporation or by transfer agents designated to transfer shares of the stock
of the corporation. An outstanding certificate for the number of shares involved
shall be surrendered for cancellation, duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, before a new
certificate or uncertificated share is issued therefor. Transfers of
uncertificated shares of capital stock shall be entered on the books of the
corporation only by the holder thereof or by attorney upon presentment of proper
evidence of succession, assignment or authority to transfer in accordance with
customary procedures for transferring shares in uncertificated form. Upon
receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled, issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation. The corporation shall be entitled to treat the
holder of record of any share as the holder in fact thereof, and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person whether or not it shall have express
or other notice thereof, except as expressly provided by the laws of this
State.
5. LOST, STOLEN OR
DESTROYED CERTIFICATES.
The
corporation may issue a new certificate of stock or, if authorized by the board
of directors or these by-laws, uncertificated shares in place of a certificate
previously issued by it and alleged to have been lost, stolen or
destroyed. Any person claiming a Certificate to be lost, stolen or
destroyed shall make affidavit or affirmation of that fact in such form as the
corporation may require and, if the board, the president or the secretary shall
so require, shall give the corporation and/or the transfer agents and
registrars, if they shall so require, a bond of indemnity, in form and with one
or more sureties satisfactory to the board, the president, the secretary and/or
the transfer agents and registrars, in such amount as the board, the president
or the secretary may direct and/or the transfer agents and registrars may
require, whereupon a new Certificate or uncertificated shares may be issued of
the same tenor and for the same number of shares as the one alleged to be lost,
stolen or destroyed. An uncertificated share may be issued in place
of the lost, stolen or destroyed Certificate.
ARTICLE VII - FISCAL
YEAR
The
fiscal year of the corporation shall end on the last day of such month on each
year as the directors may prescribe.
ARTICLE VIII -
DIVIDENDS
The
directors may from time to time declare, and the corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law.
ARTICLE IX -
SEAL
The
directors may, in their discretion, provide a corporate seal which shall have
inscribed thereon the name of the corporation, the state of incorporation, and
the words, "Corporate Seal".
ARTICLE X - WAIVER OF
NOTICE
Unless
otherwise provided by law, whenever any notice is required to be given to any
stockholder or director of the corporation under the provisions of these by-laws
or under the provisions of the certificate of incorporation, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XI -
AMENDMENTS
These
by-laws may be altered, amended or repealed and new by-laws may be adopted by
action of the board of directors.
ARTICLE XII -
INDEMNIFICATION
1. INDEMNIFICATION
OF THIRD PARTY ACTIONS.
The
corporation may 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,
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, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
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 interest of the
corporation, and, with respect to any criminal action or proceeding, had not
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 the best interest of the corporation, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
2. INDEMNIFICATION
- CORPORATE ACTIONS.
The
corporation may 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, 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, partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of the 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 interest of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which the 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 circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses as the
court considers proper.
3. DETERMINATION.
To the
extent that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1 and 2 of this Article XII, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) which he actually and reasonably incurred in
connection therewith. Any other indemnification under Section 1 and 2 of this
Article XII not ordered by a court shall be made by the corporation upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 1 or 2 hereof. Such determination shall be made
either by (1) the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, (2) by
independent legal counsel in a written opinion, or (3) by the stockholders by a
majority vote of a quorum of stockholders at any meeting duly called for such
purpose.
4. GENERAL
INDEMNIFICATION.
The
indemnification and advancement of expenses provided by this Article may not be
construed to be exclusive of any of the rights to which a person seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to an action in his official capacity and as to an action in another capacity
while holding office.
5. ADVANCES.
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 the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent that he shall repay the amount advanced if it is
ultimately determined that he is
not entitled to be indemnified by the corporation as authorized by this
Article.
6. SCOPE OF
INDEMNIFICATION.
The
indemnification and advancement of expenses authorized by this Article shall
apply to all present and future directors, officers, employees and agents of the
corporation and shall continue as to such persons who cease to be directors,
officers, employees, or agents of the corporation and shall inure to the benefit
of the heirs, executors, and administrators of all such persons and shall be in
addition to all other indemnification and advancement of expenses provided by
law.
7. INSURANCE.
The
corporation may 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, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status in any such capacity, whether or not
the corporation would have the power to indemnify him against any such liability
under the provision of this Article X11 or the laws of the State of Nevada, as
the same may hereafter be amended or modified.