Attached files
BYLAWS
OF
UKARMA
CORPORATION
A
Nevada Corporation
ARTICLE
I: OFFICES
SECTION 1.1 Registered
Office.
The
registered office of UKARMA CORPORATION (the “Corporation”) shall be
at and the name of its registered agent at that address is 1100 Salem Rose, Las
Vegas, NV 89144. The name of its registered agent at that address is
Corporation Makers, Inc.
SECTION 1.2 Principal
Office.
The
principal office for the transaction of the business of the Corporation shall be
at 4000 Legato Road , Suite 830, Fairfax, VA 22033, or otherwise as set forth in
a resolution adopted by the Board.
SECTION 1.3 Other
Offices.
The
Corporation may also have an office or offices at such other place or places,
either within or without the State of Nevada, as the Board may from time to time
determine or as the business of the Corporation may require.
ARTICLE
II: MEETINGS OF STOCKHOLDERS
SECTION 2.1 Place of
Meetings.
All
annual meetings of stockholders and all other meetings of stockholders shall be
held either at the principal office of the Corporation or at any other place
within or without the State of Nevada that may be designated by the Board
pursuant to authority hereinafter granted to the Board.
SECTION 2.2 Annual
Meetings.
Annual
meetings of stockholders of the Corporation for the purpose of electing
directors and for the transaction of such other business as may properly come
before such meetings may be held at such time and place and on such date as the
Board shall determine by resolution.
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SECTION 2.3 Special
Meetings.
Special
meetings of stockholders for any purpose or purposes may be called at any time
by the board of Directors, or by a committee of the Board of Directors that has
been duly designated by the Board of Directors and whose powers and authority,
as expressly provided in a resolution of the Board of Directors, included the
power to call such meeting, but such special meetings may not be called by any
other person or persons.
SECTION 2.4 Notice of
Meetings.
Except as
otherwise required by law, notice of each meeting of stockholders, whether
annual or special, shall be given not less than ten (10) days nor more than
sixty (60) days before the date of the meeting to each stockholder of record
entitled to vote at such meeting by delivering a typewritten or printed notice
thereof to such stockholder personally, or by depositing such notice in the
United States mail, in a postage prepaid envelope, directed to such stockholder
at such stockholder's post office address furnished by such stockholder to the
Secretary of the Corporation for such purpose, or, if such stockholder shall not
have furnished an address to the Secretary for such purpose, then at such
stockholder's post office address last known to the Secretary, or by
transmitting a notice thereof to such stockholder at such address by telegraph,
cable, wireless, facsimile or other electronic transmission. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or at the time of transmission when sent by telecopy, telegram or other
electronic transmission. Except as otherwise expressly required by law, no
publication of any notice of a meeting of stockholders shall be required. Every
notice of a meeting of stockholders shall state the place, date and hour of the
meeting and, in the case of a special meeting, shall also state the purpose for
which the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder to whom notice may be omitted pursuant
to applicable NRS or who shall have waived such notice, and such notice shall be
deemed waived by any stockholder who shall attend such meeting in person or by
proxy, except a stockholder who shall attend such meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Except as
otherwise expressly required by law, notice of any adjourned meeting of
stockholders need not be given if the time and place thereof are announced at
the meeting at which the adjournment is taken.
SECTION 2.5 Fixing Date for
Determination of Stockholders of Record.
In order
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action
other than to consent to corporate action in writing without a meeting, the
Board may fix, in advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any such other action. If in any case involving the
determination of stockholders for any purpose other than notice of or voting at
a meeting of stockholders the Board shall not fix such a record date, then the
record date for determining stockholders for such purpose shall be the close of
business on the day on which the Board shall adopt the resolution relating
thereto. A determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.
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SECTION 2.6 Quorum.
Except as
otherwise required by law, the holders of record of a majority in voting
interest of the shares of stock of the Corporation entitled to be voted thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
business at any meeting of stockholders of the Corporation or any adjournment
thereof. Subject to the requirement of a larger percentage vote, if any,
contained in the Articles of Incorporation, these Bylaws or by statute, the
stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding any
withdrawal of stockholders that may leave less than a quorum remaining, if any
action taken (other than adjournment) is approved by the vote of at least a
majority in voting interest of the shares required to constitute a quorum. In
the absence of a quorum at any meeting or any adjournment thereof, a majority in
voting interest of the stockholders present in person or by proxy and entitled
to vote thereat or, in the absence therefrom of all the stockholders, any
officer entitled to preside at, or to act as secretary of, such meeting may
adjourn such meeting from time to time. At any such adjourned meeting at which a
quorum is present, any business may be transacted that might have been
transacted at the meeting as originally called.
SECTION 2.7 Voting.
(A) Each
stockholder shall, at each meeting of stockholders, be entitled to vote, in the
manner prescribed by the Corporation's Articles of Incorporation, in person or
by proxy each share of the stock of the Corporation that has voting rights on
the matter in question and that shall have been held by such stockholder and
registered in such stockholder's name on the books of the
Corporation:
(i) on
the date fixed pursuant to Section 2.5 of these Bylaws as the record date for
the determination of stockholders entitled to notice of and to vote at such
meeting; or
(ii) if
no such record date shall have been so fixed, then (a) at the close of business
on the business day next preceding the day upon which notice of the meeting
shall be given or (b) if notice of the meeting shall be waived, at the close of
business on the business day next preceding the day upon which the meeting shall
be held.
(B)
Shares of the Corporation's own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
the pledgor shall have expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or the pledgee's proxy, may represent such stock and vote
thereon. Stock having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or with respect to
which two or more persons have the same fiduciary relationship, shall be voted
in accordance with the provisions of the Nevada Revised Statutes Title 7, as the
same exists or may hereafter be amended (the “NRS”).
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(C)
Subject to the provisions of the Corporation's Articles of Incorporation, any
such voting rights may be exercised by the stockholder entitled thereto in
person or by such stockholder's proxy appointed by an instrument in writing,
subscribed by such stockholder or by such stockholder's attorney thereunto
authorized and delivered to the secretary of the meeting. A written proxy
may be in the form of a telegram, cablegram, or other means of electronic
transmission which sets forth or is submitted with information from which it can
be determined that the telegram, cablegram, or other means of electronic
transmission was authorized by the person. The attendance at any meeting
of a stockholder who may theretofore have given a proxy shall not have the
effect of revoking the same unless such stockholder shall in writing so notify
the secretary of the meeting prior to the voting of the proxy. At any meeting of
stockholders at which a quorum is present, all matters, except as otherwise
provided in the Articles of Incorporation, in these Bylaws or by law, shall be
decided by the vote of a majority in voting interest of the stockholders present
in person or by proxy and entitled to vote thereat and thereon. The vote at any
meeting of stockholders on any question need not be by ballot, unless so
directed by the chairman of the meeting. On a vote by ballot, each ballot shall
be signed by the stockholder voting, or by such stockholder's proxy, if there be
such proxy, and it shall state the number of shares voted.
SECTION 2.8 Inspectors of
Election.
Prior to
each meeting of stockholders, the Chairman of such meeting shall appoint an
inspector(s) of election to act with respect to any vote. Each inspector of
election so appointed shall first subscribe an oath faithfully to execute the
duties of an inspector of election at such meeting with strict impartiality and
according to the best of such inspector of election's ability. Such inspector(s)
of election shall decide upon the qualification of the voters and shall certify
and report the number of shares represented at the meeting and entitled to vote
on any question, determine the number of votes entitled to be cast by each
share, shall conduct the vote and, when the voting is completed, accept the
votes and ascertain and report the number of shares voted respectively for and
against each question, and determine, and retain for a reasonable period a
record of the disposition of, any challenge made to any determination made by
such inspector(s) of election. Reports of inspector(s) of election shall be in
writing and subscribed and delivered by them to the Secretary of the
Corporation. The inspector(s) of election need not be stockholders of the
Corporation, and any officer of the Corporation may be an inspector(s) of
election on any question other than a vote for or against a proposal in which
such officer shall have a material interest. The inspector(s) of election may
appoint or retain other persons or entities to assist the inspector(s) of
election in the performance of the duties of the inspector(s) of
election.
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SECTION 2.9 Advance Notice of
Stockholder Proposals and Stockholder Nominations.
Nominations
of persons for election to the board of directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at any
meeting of stockholders only (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board, or (c) by any stockholder of
the Corporation who was a stockholder of record at the time of giving of notice
provided for in these bylaws, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 2.9.
To be
timely, a stockholder's notice shall be delivered to the secretary at the
principal executive offices of the Corporation not later than the close of
business on the 60th day nor earlier than the close of business on the 90th day
prior to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days from such anniversary date or
if the Corporation has not previously held an annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of a postponement or adjournment of an annual meeting to a later
date or time commence a new time period for the giving of a stockholder's notice
as described above.
Such
stockholder's notice shall set forth (I) as to each person whom the stockholder
proposes to nominate for election or reelection as a director (a) all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (or any successor thereto) and Rule 14a-11
thereunder (or any successor thereto) (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected), (b) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated, (c) a representation
that the stockholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting and nominate the person or persons specified in the notice; (d) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; and (e) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the United States Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by the
Board, (II) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (III) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (a) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner, and (b)
the class and number of shares of the corporation which are owned beneficially
and of record by such stockholder and such beneficial owner. In addition,
the stockholder making such proposal shall promptly provide any other
information reasonably requested by the Corporation. Notwithstanding anything in
these Bylaws to the contrary, no business shall be conducted at any meeting of
the stockholders except in accordance with the procedures set forth in this
Section 2.9(A). The Chairman of any such meeting shall direct that any
nomination or business not properly brought before the meeting shall not be
considered.
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SECTION 2.10 Action Without
Meeting.
Any
action required to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may, if such action has been earlier approved by
the Board, be taken without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
ARTICLE
III: BOARD OF DIRECTORS
SECTION 3.1 General
Powers.
Subject
to any requirements in the Articles of Incorporation, these Bylaws, or of the
NRS as to action which must be authorized or approved by the stockholders, any
and all corporate powers shall be exercised by or under the authority of, and
the business and affairs of the Corporation shall be under the direction of, the
Board to the fullest extent permitted by law. Without limiting the generality of
the foregoing, it is hereby expressly declared that the Board shall have the
following powers, to wit:
(A) to
select and remove all the officers, agents and employees of the Corporation,
prescribe such powers and duties for them as may not be inconsistent with law,
the Articles of Incorporation or these Bylaws, fix their compensation, and
require from them security for faithful service;
(B) to
conduct, manage and control the affairs and business of the Corporation, and to
make such rules and regulations therefor not inconsistent with law, the Articles
of Incorporation or these Bylaws, as it may deem best;
(C) to
change the location of the registered office of the Corporation in Section 1.1
hereof; to change the principal office and the principal office for the
transaction of the business of the Corporation from one location to another as
provided in Section 1.2 hereof; to fix and locate from time to time one or more
offices of the Corporation within or without the State of Nevada as provided in
Section 1.3 hereof; to designate any place within or without the State of Nevada
for the holding of any meeting or meetings of stockholders; and to adopt, make
and use a corporate seal, and to prescribe the forms of certificates of stock,
and to alter the form of such seal and of such certificates from time to time,
and in its judgment as it may deem best, provided such seal and such certificate
shall at all times comply with the provisions of law;
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(D) to
authorize the issuance of shares of stock of the Corporation from time to time,
upon such terms and for such considerations as may be lawful;
(E) to
borrow money and incur indebtedness for the purposes of the Corporation, and to
cause to be executed and delivered therefor, in the corporate name, promissory
notes, bonds, debentures, deeds of trust and securities therefor;
and
(F) by
resolution adopted by a majority of the whole Board to designate an executive
and other committees of the Board, each consisting of one or more directors, to
serve at the pleasure of the Board, and to prescribe the manner in which
proceedings of such committee or committees shall be conducted.
SECTION 3.2 Number and Term
of Office.
(A) Until
this Section 3.2 is amended by a resolution duly adopted by the Board or by the
stockholders of the Corporation, the number of directors shall be not less than
one nor more than nine directors. The number of directors constituting the
Board of Directors may be increased or decreased from time to time by resolution
by the Board of Directors; provided, however, that no such decrease shall have
the effect of shortening the term of any incumbent director. Each director
shall hold office for the full term to which he shall have been elected and
until his successor is duly elected and shall qualify, or until his earlier
death, resignation, disqualification or removal. The term of each director
will be on a staggered three year term beginning in 2011. The term of office
will be for three years. A director need not be a resident of the State of
Nevada or a stockholder of the Corporation.
SECTION 3.3 Chairman of the
Board .
The
Chairman of the Board , when present, shall preside at all meetings of the Board
and all meetings of stockholders. The Chairman of the Board shall
perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors shall
designate from time to time including serving as Executive
Chairman.
SECTION 3.4 Election of
Directors.
The
directors shall be elected by the stockholders of the Corporation, and at each
election, the persons receiving the greater number of votes, up to the number of
directors then to be elected, shall be the persons then elected. The election of
directors is subject to any provision contained in the Articles of Incorporation
relating thereto, including any provision regarding the rights of holders of
preferred stock to elect directors.
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SECTION 3.5 Resignations.
Any
director of the Corporation may resign at any time by giving written notice to
the Board or to the Secretary of the Corporation. Any such resignation shall
take effect at the time specified therein, or, if the time is not specified, it
shall take effect immediately upon receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 3.6 Vacancies.
Except as
provided in the Articles of Incorporation of the Corporation, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with
the preceding sentence shall hold office until such director's successor shall
have been elected and qualified. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
SECTION 3.7 Place of
Meeting.
The Board
or any committee thereof may hold any of its meetings at such place or places
within or without the State of Nevada as the Board or such committee may from
time to time by resolution designate or as shall be designated by the person or
persons calling the meeting or in the notice or a waiver of notice of any such
meeting. Directors may participate in any regular or special meeting of the
Board or any committee thereof by means of conference telephone or similar
communications equipment pursuant to which all persons participating in the
meeting of the Board or such committee can hear each other, and such
participation shall constitute presence in person at such meeting.
SECTION 3.8 Regular
Meetings.
Regular
meetings of the Board may be held at such times as the Board shall from time to
time by resolution determine or scheduled by the Chairman of the Board or
Executive Chairman.
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SECTION 3.9 Special
Meetings.
Special
meetings of the Board for any purpose or purposes shall be called at any time by
the Chairman of the Board or, if the Chairman of the Board
is absent or unable or refuses to act, by the Chief Executive Officer or the
President, and may also be called by any two members of the Board. Except as
otherwise provided by law or by these Bylaws, written notice of the time and
place of special meetings shall be delivered personally or by facsimile to each
director, or sent to each director by mail, telecopy, telegram, or other form of
electronic transmission or by other form of written communication, charges
prepaid, addressed to such director at such director's address as it is shown
upon the records of the Corporation, or, if it is not so shown on such records
and is not readily ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed, it shall be
deposited in the United States mail at least 48 hours prior to the time of the
holding of the meeting. In case such notice is delivered personally, by
facsimile, telecopy, telephone, telegram or other form of electronic
transmission as above provided, it shall be delivered at least 24 hours prior to
the time of the holding of the meeting unless such notice is waived by the
directors. Such mailing, telegraphing, delivery, facsimile or other electronic
transmission as above provided shall be due, legal and personal notice to such
director. Except where otherwise required by law or by these Bylaws, notice of
the purpose of a special meeting need not be given. Notice of any meeting of the
Board shall not be required to be given to any director who is present at such
meeting, except a director who shall attend such meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
SECTION 3.10 Quorum and Manner
of Acting.
Except as
otherwise provided in these Bylaws, the Articles of Incorporation or by
applicable law, the presence of a majority of the then authorized number of
directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors,
provided any action taken is approved by at least a majority of the required
quorum for such meeting. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.
SECTION 3.11 Action by
Unanimous Written Consent.
Any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if consent in writing or by
electronic transmission is given thereto by all members of the Board or of such
committee, as the case may be, and such writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or of such committee.
SECTION 3.12 Compensation.
Directors,
whether or not employees of the Corporation or any of its subsidiaries, may
receive an annual fee for their services as directors in an amount fixed by
resolution of the Board plus other compensation, including options to acquire
capital stock of the Corporation, in an amount and of a type fixed by resolution
of the Board, and, in addition, a fixed fee, with or without expenses of
attendance, may be allowed by resolution of the Board for attendance at each
meeting, including each meeting of a committee of the Board. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent, employee, or otherwise,
and receiving compensation therefor.
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SECTION 3.13 Committees.
The Board
may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. Any such committee, to the extent provided in the resolution of
the Board and subject to any restrictions or limitations on the delegation of
power and authority imposed by applicable law, shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Any such committee shall keep
written minutes of its meetings and report the same to the Board at the next
regular meeting of the Board. Unless the Board or these Bylaws shall otherwise
prescribe the manner of proceedings of any such committee, meetings of such
committee may be regularly scheduled in advance and may be called at any time by
the chairman of the committee or by any two members thereof; otherwise, the
provisions of these Bylaws with respect to notice and conduct of meetings of the
Board shall govern.
SECTION 3.14 Affiliated
Transactions.
Notwithstanding
any other provision of these Bylaws, each transaction, or, if an individual
transaction constitutes a part of a series of transactions, each series of
transactions, proposed to be entered into between the Corporation, on the one
hand, and any affiliate of the Corporation, on the other hand, must be approved
by the Board. For the purposes of this Section 3.14, (a) “affiliate” shall
mean (i) any person that, directly or indirectly, controls or is controlled by
or is under common control with the Corporation, (ii) any other person that
owns, beneficially, directly or indirectly, twenty percent (20%) or more of the
outstanding capital shares, shares or equity interests of the Corporation, or
(iii) any officer or director of the Corporation; (b) “person” shall mean and
include individuals, corporations, general and limited partnerships, stock
companies or associations, joint ventures, associations, companies, trusts,
banks, trust companies, land trusts, business trusts or other entities and
governments and agencies and political subdivisions thereof; and (c) “control”
(including the correlative meanings of the terms “controlled by” and “under
common control with”), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such person, through the ownership
of voting securities, partnership interests or other equity
interests.
ARTICLE
IV: OFFICERS
SECTION
4.1.:
Generally.
The
officers of the Corporation shall consist of a Chairman of the Board, a
President, a Secretary, a Treasurer and such other officers as may from time to
time be appointed by the Board of Directors. Officers shall be
elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of stockholders. Each
officer shall hold office until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Any number of
offices may be held by the same person.
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Section
4.2: Chairman of the
Board.
The
Chairman of the Board shall preside at all meetings of the Directors and
shareholders and can be designated Executive Chairman and/or be the chief
executive officer of the Corporation if deemed appropriate by the Board of
Directors. Subject to the provisions of these By-laws and to the
direction of the Board of Directors, he or she shall have the responsibility for
the general management and control of the business and affairs of the
Corporation and shall perform all duties and have all powers which are commonly
incident to the office of chief executive or which are delegated to him or her
by the Board of Directors. He or she shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Corporation.
Section
4.3: President.
The
President shall be the chief operating officer of the Corporation and shall have
such other duties and powers as the Board of Directors may delegate to the
President. The President can also be the Chief Executive Officer if deemed
appropriate by the Board of Directors.
Section
4.4: Treasurer.
The
Treasurer shall have the responsibility for maintaining the financial records of
the Corporation. He or she shall make such disbursements of the funds
of the Corporation as are authorized and shall render from time to time an
account of all such transactions and of the financial condition of the
Corporation. The Treasurer shall also perform such other duties as
the Board of Directors may from time to time prescribe.
Section
4.5: Secretary.
The
Secretary shall issue all authorized notices for, and shall keep minutes of, all
meetings of the stockholders and the Board of Directors. He or she
shall have charge of the corporate books and shall perform such other duties as
the Board of Directors may from time to time prescribe.
Section
4.6: Delegation
of Authority.
The Board
of Directors may from time to time delegate the powers or duties of any officer
to any other officers or agents, notwithstanding any provision
hereof
Section
4.7: Removal.
Any
officer of the Corporation may be removed at any time, with or without cause, by
the Board of Directors.
Section
4.8: Action
with Respect to Securities of Other Corporations.
Unless
otherwise directed by the Board of Directors, the Chairman of the Board,
President or any officer of the Corporation authorized by the Chairman of the
Board shall have power to vote and otherwise act on behalf of the Corporation,
in person or by proxy, at any meeting of Stockholders of or with respect to any
action of stockholders of any other corporation in which this Corporation may
hold securities and otherwise to exercise any and all rights and powers which
this Corporation may possess by reason of its ownership of securities in such
other corporation.
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ARTICLE
V: CORPORATE INSTRUMENTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 5.1 Execution of
Corporate Instruments.
The Board
of Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute on behalf
of the Corporation the corporate name without limitation, or enter into
contracts on behalf of the Corporation, except where otherwise provided by law
or these Bylaws, and such execution or signature shall be binding upon the
Corporation. Such authority may be general or confined to specific instances,
and unless so authorized by the Board or by these Bylaws, no officer, agent, or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or in any amount.
SECTION 5.2 Checks, Drafts,
Etc.
All
checks, drafts or other orders for payment of money, notes or other evidence of
indebtedness, issued in the name of or payable to the Corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board. Each such officer,
assistant, agent or attorney shall give such bond, if any, as the Board may
require.
SECTION 5.3 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
depositories as the Board may select, or as may be selected by any officer or
officers, assistant or assistants, agent or agents, or attorney or attorneys of
the Corporation to whom such power shall have been delegated by the Board. For
the purpose of deposit and for the purpose of collection for the account of the
Corporation, the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.
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SECTION 5.4 General and
Special Bank Accounts.
The Board
may from time to time authorize the opening and keeping of general and special
bank accounts with such banks, trust companies or other depositories as the
Board may select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem
expedient.
ARTICLE
VI: SHARES AND THEIR TRANSFER
SECTION 6.1 Certificates for
Stock.
Every
owner of stock of the Corporation shall be entitled to have a certificate or
certificates, to be in such form as the Board shall prescribe, certifying the
number and class or series of shares of the stock of the Corporation owned by
such owner. The certificates representing shares of such stock shall be numbered
in the order in which they shall be issued and shall be signed in the name of
the Corporation by the Chairman of the Board, the Chief Executive Officer, the
President or any Vice President, and by the Secretary. Any or all of the
signatures on the certificates may be a facsimile. In case any officer, transfer
agent or registrar who has signed, or whose facsimile signature has been placed
upon, any such certificate, shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed thereupon, were such an officer, transfer agent or registrar at the date
of issue. A record shall be kept of the respective names of the persons, firms
or corporations owning the stock represented by such certificates, the number
and class or series of shares represented by such certificates, respectively,
and the respective dates thereof, and in case of cancellation, the respective
dates of cancellation. Every certificate surrendered to the Corporation for
exchange or transfer shall be canceled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such existing
certificate shall have been so canceled, except in cases provided for in Section
6.4 hereof.
SECTION 6.2 Transfers of
Stock.
Transfers
of shares of stock of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by such holder's attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary, or with a transfer clerk or a transfer agent appointed as provided in
Section 6.3 hereof, and upon surrender of the certificate or certificates for
such shares properly endorsed and the payment of all taxes thereon. The person
in whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation. Whenever
any transfer of shares shall be made for collateral security, and not
absolutely, such fact shall be so expressed in the entry of transfer if, when
the certificate or certificates shall be presented to the Corporation for
transfer, both the transferor and the transferee request the Corporation to do
so.
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SECTION 6.3 Regulations.
The Board
may make such rules and regulations as it may deem expedient, not inconsistent
with these Bylaws, concerning the issue, transfer and registration of
certificates for shares of the stock of the Corporation. It may appoint, or
authorize any officer or officers to appoint, one or more transfer clerks or one
or more transfer agents and one or more registrars, and may require all
certificates for stock to bear the signature or signatures of any of
them.
SECTION 6.4 Lost, Stolen,
Destroyed, and Mutilated Certificates.
In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof satisfactory to the Board of such
loss, theft, destruction, or mutilation and upon the giving of a bond of
indemnity to the Corporation in such form and in such sum as the Board may
direct; provided, however, that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is proper so to
do.
ARTICLE
VII: INDEMNIFICATION
SECTION 7.1 Indemnification
of Directors and Officers.
To the
fullest extent permitted by the NRS, as the same exists or may hereafter be
amended (provided that the effect of any such amendment shall be prospective
only), a director of the Corporation shall not be liable to the Corporation or
its stockholders for monetary damages for breach of his or her fiduciary duty as
a director. The Corporation shall indemnify, in the manner and to the fullest
extent permitted by the NRS (but in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), any person (or the estate
of any person) who is or was a party to, or is threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding, whether or not
by or in the right of the Corporation, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise. The
Corporation may, to the fullest extent permitted by the NRS, purchase and
maintain insurance on behalf of any such person against any liability which may
be asserted against such person. The Corporation may create a trust fund, grant
a security interest or use other means (including without limitation a letter of
credit) to ensure the payment of such sums as may become necessary or desirable
to effect the indemnification as provided herein. To the fullest extent
permitted by the NRS, the indemnification provided herein shall include expenses
as incurred (including attorneys' fees), judgments, fines and amounts paid in
settlement and any such expenses shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the person seeking indemnification to repay such
amounts if it is ultimately determined that he or she is not entitled to be
indemnified. Notwithstanding the foregoing or any other provision of this
Section 7.1, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested Directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested Directors so directs) by independent legal
counsel to the Corporation, that, based upon the facts known to the Board or
such counsel at the time such determination is made, (a) the party seeking an
advance acted in bad faith or deliberately breached his or her duty to the
Corporation or its stockholders, and (b) as a result of such actions by the
party seeking an advance, it is more likely than not that it will ultimately be
determined that such party is not entitled to indemnification pursuant to the
provisions of this Section 7.1. The indemnification provided herein shall not be
deemed to limit the right of the Corporation to indemnify any other person for
any such expenses to the fullest extent permitted by the NRS, nor shall it be
deemed exclusive of any other rights to which any person seeking indemnification
from the Corporation may be entitled under any agreement, the Corporation's
Bylaws, vote of stockholders 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. The Corporation may, but only to the extent
that the Board of Directors may (but shall not be obligated to) authorize from
time to time, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Section 7.1 as it applies to the indemnification and
advancement of expenses of directors and officers of the
Corporation.
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SECTION 7.2 Indemnification
of Employees and Agents.
Subject
to Section 7.1, the Corporation may, but only to the extent that the Board may
(but shall not be obligated to) authorize from time to time, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the Corporation to the fullest extent of the provisions of this Article VII as
they apply to the indemnification and advancement of expenses of directors and
officers of the Corporation.
SECTION 7.3 Enforcement of
Indemnification.
The
rights to indemnification and the advancement of expenses conferred above shall
be contract rights. If a claim under this Article VII is not paid in full by the
Corporation within 60 days after written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of such claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the NRS. Neither the failure of the Corporation (including its Board,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of such suit that indemnification of the indemnitee is proper
in the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the NRS, nor an actual determination by the Corporation
(including its Board, independent legal counsel or stockholders) that the
indemnitee has not met such applicable standard of conduct, shall either create
a presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article VII or
otherwise shall be on the Corporation.
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ARTICLE
VIII: MISCELLANEOUS
SECTION 8.1 Seal.
The Board
shall adopt a corporate seal, which shall be in the form set forth in a
resolution approved by the Board.
SECTION 8.2 Notices;
Waiver.
Any
reference in these Bylaws to the time a notice is given or sent means, unless
otherwise expressly provided, the time a written notice by mail is deposited in
the United States mails, postage prepaid; or the time any other written notice
is personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient; or the time any oral notice is communicated,
in person or by telephone or wireless, to the recipient or to a person at the
office of the recipient who the person giving the notice has reason to believe
will promptly communicate it to the recipient. Without limiting the manner by
which notice otherwise may be given effectively to stockholders, any notice to
stockholders may be given by electronic transmission in the manner provided in
the NRS. Whenever notice is required to be given by these Bylaws or the
Articles of Incorporation or by law, the person entitled to said notice may
waive such notice in writing, either before or after the time stated therein,
and such waiver shall be deemed equivalent to notice.
SECTION 8.3 Amendments.
Except as
otherwise provided herein, by law, or in the Articles of Incorporation, these
Bylaws or any of them may be altered, amended, repealed or rescinded and new
Bylaws may be adopted by the Board or by the stockholders at any annual or
special meeting of stockholders, provided that notice of such proposed
alteration, amendment, repeal, recession or adoption is given in the notice of
such meeting of stockholders.
* * *
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