Attached files
BYLAWS
OF
INNOLOG HOLDINGS CORPORATION
A Nevada Corporation
ARTICLE I: OFFICES
SECTION 1.1
Registered
Office.
The registered office of
INNOLOG
HOLDINGS
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 there from 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
therefore 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 therefore, in the corporate name, promissory notes, bonds,
debentures, deeds of trust and securities therefore; 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
therefore.
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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. The same person may
hold any number of offices.
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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.
The Board
of Directors may remove any officer of the Corporation at any time, with or
without cause.
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.
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.
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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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