Attached files
EXHIBIT 3.2
BY-LAWS
OF
A Nevada
Corporation
ARTICLE I -
OFFICES
The
registered office of the Corporation in the State of Nevada shall be located in
the City and State designated in the Articles of Incorporation. The Corporation
may also maintain offices at such other places within or without the State of
Nevada as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETING OF
SHAREHOLDERS Section I - Annual Meetings:
(Chapter 78.310)
The
annual meeting of the shareholders of the Corporation shall be held at the time
fixed, from time to time, by the Directors.
Section 2 - Special
Meetings: (Chapter 78.310)
Special
meetings of the shareholders may be called by the Board of Directors or such
person or persons authorized by the Board of Directors and shall be held within
or without the State of Nevada.
Section 3 - Place of
Meetings: (Chapter 78.310)
Meetings
of shareholders shall be held at the registered office of the Corporation, or at
such other places, within or without the State of Nevada as the Directors may
from time to time fix. If no designation is made, the meeting shall be held at
the Corporation's registered office in the state of Nevada.
Section 4 - Notice of
Meetings: (Section 78.370)
(a)
Written or printed notice of each meeting of shareholders, whether annual or
special, signed by the president, vice president or secretary, stating the time
when and place where it is to be held, as well as the purpose or purposes for
which the meeting is called, shall be served either personally or by mail, by or
at the direction of the president, the secretary, or the officer or the person
calling the meeting, not less than ten or more than sixty days before the date
of the meeting, unless the lapse of the prescribed time shall have been waived
before or after the taking of such action, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may be required by law. If mailed, such notice shall be deemed
to be given when deposited in the United States mail, addressed to the
shareholder as it appears on the share transfer records of the Corporation or to
the current address, which a shareholder has delivered to the Corporation in a
written notice.
*Unless
otherwise stated herein all references to "Sections" in these Bylaws refer to
those sections contained in Title 78 of the Nevada Private Corporations
Law.
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(b)
Further notice to a shareholder is not required when notice of two consecutive
annual meetings, and all notices of meetings or of the taking of action by
written consent without a meeting to him or her during the period between those
two consecutive annual meetings; or all, and at least two payments sent by
first-class mail of dividends or interest on securities during a 12-month period
have been mailed addressed to him or her at his or her address as shown on the
records of the Corporation and have been returned undeliverable.
Section 5 - Quorum:
(Section 78.320)
(a) Except as
otherwise provided herein, or by law, or in the Articles of Incorporation (such
Articles and any amendments thereof being hereinafter collectively referred to
as the "Articles of Incorporation"), a quorum shall be present at all meetings
of shareholders of the Corporation, if the holders of a majority of the shares
entitled to vote on that matter are represented at the meeting in person or by
proxy.
(b) The
subsequent withdrawal of any shareholder from the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(c) Despite
the absence of a quorum at any meeting of shareholders, the shareholders present
may adjourn the meeting.
Section 6 - Voting and
Acting: (Section 78.320 & 78.350)
(a) Except as
otherwise provided by law, the Articles of Incorporation, or these Bylaws, any
corporate action, the affirmative vote of the majority of shares entitled to
vote on that matter and represented either in person or by proxy at a meeting of
shareholders at which a quorum is present, shall be the act of the shareholders
of the Corporation.
(b) Except as
otherwise provided by statute, the Certificate of Incorporation, or these
bylaws, at each meeting of shareholders, each shareholder of the Corporation
entitled to vote thereat, shall be entitled to one vote for each share
registered in his name on the books of the Corporation.
(c) Where
appropriate communication facilities are reasonably available, any or all
shareholders shall have the right to participate in any shareholders' meeting,
by means of conference telephone or any means of communications by which all
persons participating in the meeting are able to hear each other.
Section 7 - Proxies:
(Section 78.355)
Each
shareholder entitled to vote or to express consent or dissent without a meeting,
may do so either in person or by proxy, so long as such proxy is executed in
writing by the shareholder himself, his authorized officer, director, employee
or agent or by causing the signature of the stockholder to be affixed to the
writing by any reasonable means, including, but not limited to, a facsimile
signature, or by his attorney-in-fact there unto duly authorized in writing.
Every proxy shall be revocable at will unless the proxy conspicuously states
that it is irrevocable and the
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proxy is
coupled with an interest. A telegram, telex, cablegram, or similar transmission
by the shareholder, or a photographic, photostatic, facsimile, shall be treated
as a valid proxy, and treated as a substitution of the original proxy, so long
as such transmission is a complete reproduction executed by the shareholder. If
it is determined that the telegram, cablegram or other electronic transmission
is valid, the persons appointed by the Corporation to count the votes of
shareholders and determine the validity of proxies and ballots or other persons
making those determinations must specify the information upon which they relied.
No proxy shall be valid after the expiration of six months from the date of its
execution, unless otherwise provided in the proxy. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation. If any shareholder designates two or more persons to act as
proxies, a majority of those persons present at the meeting, or, if one is
present, then that one has and may exercise all of the powers conferred by the
shareholder upon all of the persons so designated unless the shareholder
provides otherwise.
Section 8 - Action Without a
Meeting: (Section 78.320)
Unless
otherwise provided for in the Articles of Incorporation of the Corporation, any
action to be taken at any annual or special shareholders' meeting, may be taken
without a meeting, without prior notice and without a vote if written consents
are signed by a majority of the shareholders of the Corporation, except however
if a different proportion of voting power is required by law, the Articles of
Incorporation or these Bylaws, than that proportion of written consents is
required. Such written consents must be filed with the minutes of the
proceedings of the shareholders of the Corporation.
ARTICLE III - BOARD OF
DIRECTORS
Section 1 - Number, Term.
Election and Qualifications: (Section 78.115, 78.330)
(a) The first
Board of Directors and all subsequent Boards of the Corporation shall consist of
( ), not less than 1 nor more than 9, unless and until otherwise determined by
vote of a majority of the entire Board of Directors. The Board of Directors or
shareholders all have the power, in the interim between annual and special
meetings of the shareholders, to increase or decrease the number of Directors of
the Corporation. A Director need not be a shareholder of the Corporation unless
the Certificate of Incorporation of the Corporation or these Bylaws so
require.
(b) Except as
may otherwise be provided herein or in the Articles of Incorporation, the
members of the Board of Directors of the Corporation shall be elected at the
first annual shareholders' meeting and at each annual meeting thereafter, unless
their terms are staggered in the Articles of Incorporation of the Corporation or
these Bylaws, by a plurality of the votes cast at a meeting of shareholders, by
the holders of shares entitled to vote in the election.
(c) The first
Board of Directors shall hold office until the first annual meeting of
shareholders and until their successors have been duly elected and qualified or
until there is a decrease in the number of Directors. Thereinafter, Directors
will be elected at the annual meeting of shareholders and shall hold office
until the annual meeting of the shareholders next succeeding his election,
unless their terms are staggered in the
Articles of Incorporation of the Corporation (so long as at
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least one
- fourth in number of the Directors of the Corporation are elected at each
annual shareholders' meeting) or these Bylaws, or until his prior death,
resignation or removal. Any Director may resign at any time upon written notice
of such resignation to the Corporation.
(d) All
Directors of the Corporation shall have equal voting power unless the Articles
of Incorporation of the Corporation provide that the voting power of individual
Directors or classes of Directors are greater than or less than that of any
other individual Directors or classes of Directors, and the different voting
powers may be stated in the Articles of Incorporation or may be dependent upon
any fact or event that may be ascertained outside the Articles of Incorporation
if the manner in which the fact or event may operate on those voting powers is
stated in the Articles of Incorporation. If the Articles of Incorporation
provide that any Directors have voting power greater than or less than other
Directors of the Corporation, every reference in these Bylaws to a majority or
other proportion of Directors shall be deemed to refer to majority or other
proportion of the voting power of all the Directors or classes of Directors, as
may be required by the Articles of Incorporation.
Section 2 - Duties and
Powers: (Section 78.120)
The Board
of Directors shall be responsible for the control and management of the business
and affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except such as those stated under Nevada state law,
are in the Articles of Incorporation or by these Bylaws, expressly conferred
upon or reserved to the shareholders or any other person or persons named
therein.
Section 3 - Regular
Meetings, Notice: (Section 78.310)
(a) A regular
meeting of the Board of Directors shall be held either within or without the
State of Nevada at such time and at such place as the Board shall
fix.
(b) No notice
shall be required of any regular meeting of the Board of Directors and, if
given, need not specify the purpose of the meeting; provided, however, that in
case the Board of Directors shall fix or change the time or place of any
regular meeting when such time and place was fixed before such change, notice of
such action shall be given to each director who shall not have been present at
the meeting at which such action was taken within the time limited, and in the
manner set forth in these Bylaws with respect to special meetings, unless such
notice shall be waived in the manner set forth in these Bylaws.
Section 4 - Special
Meetings; Notice: (Section 78.310)
(a) Special
meetings of the Board of Directors shall be held at such time and place as may
be specified in the respective notices or waivers of notice
thereof.
(b) Except as
otherwise required statute, written notice of special meetings shall be mailed
directly to each Director, addressed to him at his residence or usual place of
business, or delivered orally, with sufficient time for the convenient assembly
of Directors thereat, or shall be sent to him at such place by telegram, radio
or cable, or shall be delivered to him personally or given to
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him
orally, not later than the day before the day on which the meeting is to be
held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the
United States mails, so addressed, with postage prepaid. If notice is given by
telegram, it shall be deemed to be delivered when the telegram is delivered to
the telegraph company. A notice, or waiver of notice, except as required by
these Bylaws, need not specify the business to be transacted at or the purpose
or purposes of the meeting.
(c)
Notice of any special meeting shall not be required to be given to any Director
who shall attend such meeting without protesting prior thereto or at its
commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section 5 -
Chairperson:
The
Chairperson of the Board, if any and if present, shall preside at all meetings
of the Board of Directors. If there shall be no Chairperson, or he or she shall
be absent, then the President shall preside, and in his absence, any other
director chosen by the Board of Directors shall preside.
Section 6 -
Quorum and Adjournments: (Section 78.315)
(a) At
all meetings of the Board of Directors, or any committee thereof, the presence
of a majority of the entire Board, or such committee thereof, shall constitute a
quorum for the transaction of business, except as otherwise provided by law, by
the Certificate of Incorporation, or these Bylaws.
(b) A
majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present at time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment, to the other Directors who were present at the adjourned
meeting.
Section 7 -
Manner of Acting: (Section 78.315)
(a) At all
meetings of the Board of Directors, each director present shall have one vote,
irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as
otherwise provided by law, by the Articles of Incorporation, or these bylaws,
action approved by a majority of the votes of the Directors present at any
meeting of the Board or any committee thereof, at which a quorum is present
shall be the act of the Board of Directors or any committee
thereof.
(c) Any
action authorized in writing made prior or subsequent to such action, by all of
the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board or committee for all
purposes.
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(c) Where
appropriate communications facilities are reasonably available, any or all
directors shall have the right to participate in any Board of Directors meeting.
or a committee of the Board of Directors meeting, by means of conference
telephone or any means of communications by which all persons participating in
the meeting are able to hear each other.
Section 8 - Vacancies:
(Section 78.335)
(a) Unless
otherwise provided for by the Articles of Incorporation of the Corporation, any
vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal or inability to act of any director, or other cause, shall be filled by
an affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board or by a sole remaining Director, at any regular meeting or
special meeting of the Board of Directors called for that purpose except
whenever the shareholders of any class or classes or series thereof are entitled
to elect one or more Directors by the Certificate of Incorporation of the
Corporation, vacancies and newly created directorships of such class or classes
or series may be filled by a majority of the Directors elected by such class or
classes or series thereof then in office,
or by a sole remaining Director so elected.
(b) Unless
otherwise provided for by law, the Articles of Incorporation or these Bylaws,
when one or more Directors shall resign from the board and such resignation is
effective at a future date, a majority of the directors, then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote otherwise to take effect when such resignation or
resignations shall become effective.
Section 9 - Resignation:
(Section 78.335)
A
Director may resign at any time by giving written notice of such resignation to
the Corporation. Section 10 - Removal:
(Section 78.335)
Unless
otherwise provided for by the Articles of Incorporation, one or more or all the
Directors of the Corporation may be removed with or without cause at any time by
a vote of two-thirds of the shareholders entitled to vote thereon, at a special
meeting of the shareholders called for that purpose, unless the Articles of
Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation states in its
Articles of Incorporation that its Directors shall be elected by cumulative
voting and there are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of Directors would be
sufficient to elect him or her. If a Director was elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove that Director.
Section 11 - Compensation:
(Section 78.140)
The Board
of Directors may authorize and establish reasonable compensation of the
Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the
Board.
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Section 12 - Committees:
(Section 78.125)
Unless
otherwise provided for by the Articles of Incorporation of the Corporation, the
Board of Directors, may from time to time designate from among its members one
or more committees, and alternate members thereof, as they deem desirable, each
consisting of one or more members, with such powers and authority (to the extent
permitted by law and these Bylaws) as may be provided in such resolution. Unless
the Articles of Incorporation or Bylaws state otherwise, the Board of Directors
may appoint natural persons who are not Directors to serve on such committees
authorized herein. Each such committee shall serve at the pleasure of the Board
and, unless otherwise stated by law, the Certificate of Incorporation of
the Corporation or these Bylaws, shall be governed by the rules and regulations
stated herein regarding the Board of Directors.
ARTICLE IV -
OFFICERS
Section 1 - Number, Qualifications,
Election and Tenn of Office: (Section 78.130)
(a) The
Corporation's officers shall have such titles and duties as shall be stated
in these Bylaws or in a resolution of the Board of Directors which
is not inconsistent with these Bylaws. The officers of the Corporation
shall consist of a president, secretary and treasurer, and also may have one
or more vice presidents, assistant secretaries and assistant treasurers and
such other officers as the Board of Directors may from time to time deem
advisable. Any officer may hold two or more offices in the
Corporation.
(b) The
officers of the Corporation shall be elected by the Board of Directors at
the regular annual meeting of the Board following the annual
meeting of shareholders.
(c) Each
officer shall hold office until the annual meeting of the Board of Directors
next succeeding his election, and until his successor shall have been duly
elected and qualified, subject to earlier termination by his or her death,
resignation or removal.
Section 2 -
Resignation:
Any
officer may resign at any time by giving written notice of such
resignation to the Corporation.
Section 3 -
Removal:
Any
officer elected by the Board of Directors may be removed, either with
or without cause, and a successor elected by the Board at any time,
and any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer.
Section 4 -
Vacancies:
(a) A
vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of
Directors may be filled by the Board of Directors.
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Section 5 -
Bonds:
The
Corporation may require any or all of its officers or Agents to post a bond, or
otherwise, to the Corporation for the faithful performance of their positions or
duties.
Section 6 -
Compensation:
The
compensation of the officers of the Corporation shall be fixed from time to time
by the Board of Directors.
ARTICLE V - SHARES OF
STOCK
Section 1 - Certificate of
Stock: (Section 78.235)
(a) The
shares of the Corporation shall be represented by certificates or shall be
uncertificated shares.
(b) Certificated
shares of the Corporation shall be signed, (either manually or by facsimile), by
officers or agents designated by the Corporation for such purposes, and shall
certify the number of shares owned by him in the Corporation. Whenever any
certificate is countersigned or otherwise authenticated by a transfer agent or
transfer clerk, and by a registrar, then a facsimile of the signatures of the
officers or agents, the transfer agent or transfer clerk or the registrar of the
Corporation may be printed or lithographed upon the certificate in lieu of the
actual signatures. If the Corporation uses facsimile signatures of its officers
and agents on its stock certificates, it cannot act as registrar of its own
stock. but its transfer agent and registrar may be identical if the institution
acting in those dual capacities countersigns or otherwise authenticates any
stock certificates in both capacities. If any officer who has signed or whose
facsimile signature has been placed upon such certificate, shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.
(c) If the
Corporation issues uncertificated shares as provided for in these Bylaws, within
a reasonable time after the issuance or transfer of such uncertificated shares,
and at least annually thereafter, the Corporation shall send the shareholder a
written statement certifying the number of shares owned by such shareholder in
the Corporation.
(d) Except as
otherwise provided by law, the rights and obligations of the holders of
uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be
identical.
Section 2 - Lost or
Destroyed Certificates: (Section 104.8405)
The Board
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed if the owner:
(a) so
requests before the Corporation has notice that the shares have been acquired by
a bona fide purchaser,
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(b) files
with the Corporation a sufficient indemnity bond; and
(c) satisfies
such other requirements, including evidence of such loss, theft or destruction,
as may be imposed by the Corporation.
Section 3 - Transfers of
Shares: (Section 104.8401, 104.8406 & 104.8416)
(a) Transfers
or registration of transfers of shares of the Corporation shall be made on the
stock transfer books of the Corporation by the registered holder thereof, or by
his attorney duly authorized by a written power of attorney; and in the case of
shares represented by certificates, only after the surrender to the Corporation
of the certificates representing such shares with such shares properly endorsed,
with such evidence of the authenticity of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably require, and
the payment of all stock transfer taxes due thereon.
(b) The
Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 4 - Record Date:
(Section 78.215 & 78.350)
(a) The Board
of Directors may fix, in advance, which shall not be more than sixty days before
the meeting or action requiring a determination of shareholders, as the record
date for the determination of shareholders entitled to receive notice of,
or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for
shareholders entitled to notice of meeting shall be at the close of business on
the day preceding the day on which notice is given, or, if no notice is given,
the day on which the meeting is held, or if notice is waived, at the close of
business on the day before the day on which the meeting is held.
(b) The Board
of Directors may fix a record date, which shall not precede the date upon which
the resolution fixing the record date is adopted for shareholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
of shareholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful
action.
(c) A
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned
meeting.
Section 5 - Fractions of
Shares/Scrip: (Section 78.205)
The Board
of Directors may authorize the issuance of certificates or payment of money for
fractions of a share, either represented by a certificate or uncertificated,
which shall entitle the holder to exercise voting rights, receive dividends and
participate in any assets of the Corporation in the event of liquidation, in
proportion to the fractional holdings; or it may authorize the
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payment
in case of the fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the manual or facsimile signature of an officer
or agent of the Corporation or its agent for that purpose, exchangeable as
therein provided for full shares, but such scrip shall not entitle the holder to
any rights of shareholder, except as therein provided. The scrip may
contain any provisions or conditions that the Corporation deems advisable. If a
scrip ceases to be exchangeable for full share certificates, the shares that
would otherwise have been issuable as provided on the scrip are deemed to be
treasury shares unless the scrip contains other provisions for their
disposition.
ARTICLE VI - DIVIDENDS
(Section 78.215 & 78.288)
(a) Dividends
may be declared and paid out of any funds available therefor, as often, in such
amounts, and at such time or times as the Board of Directors may determine and
shares may be issued pro rata and without consideration to the Corporation's
shareholders or to the shareholders of one or more classes or
series.
(b) Shares of
one class or series may not be issued as a share dividend to shareholders of
another class or series unless:
(i) so
authorized by the Articles of Incorporation;
(ii) a
majority of the shareholders of the class or series to be issued approve the
issue; or (iii)there are no outstanding shares of the class or series of shares
that are authorized to be issued.
ARTICLE VII - FISCAL
YEAR
The
fiscal year of the Corporation shall be fixed, and shall be subject to change by
the Board of Directors from time to time, subject to applicable
law.
ARTICLE VIII - CORPORATE
SEAL (Section 78.065)
The
corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate
document.
ARTICLE IX -
AMENDMENTS
Section 1 - By
Shareholders:
All
Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.
Section 2 - By Directors:
(Section 78.120)
The Board
of Directors shall have power to make, adopt, alter, amend and repeal, from time
to time, Bylaws of the Corporation.
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ARTICLE X - WAIVER OF
NOTICE: (Section 78.375)
Whenever
any notice is required to be given by law, the Articles of Incorporation or
these Bylaws, a written waiver signed by the person or persons entitled to such
notice, whether before or after the meeting by any person, shall constitute a
waiver of notice of such meeting.
ARTICLE XI - INTERESTED
DIRECTORS: (Section 78.140)
No
contract or transaction shall be void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the Board,
or the committee of the shareholders which authorizes the contract or
transaction or his, her or their votes are counted for such purpose,
if:
(a) the
material facts as to his, her or their relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee and are noted in the minutes of such meeting, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or
(b) the
material facts as to his, her or their relationship or relationships or interest
or interests and as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the shareholders;
or
(c) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee of the
shareholders; or
(d) the fact
of the common directorship, office or financial interest is not disclosed or
known to the Director or Officer at the time the transaction is brought before
the Board of Directors of the Corporation for such action.
Such
interested Directors may be counted when determining the presence of a quorum at
the Board of Directors' or committee meeting authorizing the contract or
transaction.
ARTICLE X11 - ANNUAL LIST OF
OFFICERS, DIRECTORS AND REGISTERED AGENT: (Section 78.150 &
78.165)
The
Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
Corporation.
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