Attached files
file | filename |
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EX-10.3 - EX-10.3 - NV ENERGY, INC. | b84802exv10w3.htm |
EX-10.2 - EX-10.2 - NV ENERGY, INC. | b84802exv10w2.htm |
EX-10.1 - EX-10.1 - NV ENERGY, INC. | b84802exv10w1.htm |
8-K - FORM 8-K - NV ENERGY, INC. | b84802e8vk.htm |
Exhibit 3.1
[This record is a complete composite copy of the Bylaws of NV Energy, Inc., containing all
amendments through February 4, 2011]
BY-LAWS
OF
NV ENERGY, INC.
(Amended: January 15, 1985)
(Amended: May 20, 1985)
(Amended: June 30, 1988)
(Amended: October 2, 1989)
(Amended: November 27, 1989)
(Amended: January 11, 1990)
(Amended: June 22, 1990)
(Amended: October 4, 1990)
(Amended: May 20, 1991)
(Amended: May 18, 1992)
(Amended: October 5, 1992)
(Amended: December 7, 1993)
(Amended: January 5, 1994)
(Amended: March 30, 1994)
(Amended: May 16, 1994)
(Amended: June 24, 1994)
(Amended: March 21, 1995)
(Amended: November 13, 1996)
(Amended: February 25, 2000)
(Amended: August 14, 2002)
(Amended: May 3, 2005)
(Amended: May 6, 2008)
(Amended: October 31, 2008)
(Amended: May 1, 2009)
(Amended: February 4, 2011)
(Amended: May 20, 1985)
(Amended: June 30, 1988)
(Amended: October 2, 1989)
(Amended: November 27, 1989)
(Amended: January 11, 1990)
(Amended: June 22, 1990)
(Amended: October 4, 1990)
(Amended: May 20, 1991)
(Amended: May 18, 1992)
(Amended: October 5, 1992)
(Amended: December 7, 1993)
(Amended: January 5, 1994)
(Amended: March 30, 1994)
(Amended: May 16, 1994)
(Amended: June 24, 1994)
(Amended: March 21, 1995)
(Amended: November 13, 1996)
(Amended: February 25, 2000)
(Amended: August 14, 2002)
(Amended: May 3, 2005)
(Amended: May 6, 2008)
(Amended: October 31, 2008)
(Amended: May 1, 2009)
(Amended: February 4, 2011)
ARTICLE I
NAME
NAME
The name of the Corporation (hereinafter referred to as this Corporation) shall be as set
forth in the Articles of Incorporation or in any lawful amendments thereto from time to time.
ARTICLE II
STOCKHOLDERS MEETINGS
STOCKHOLDERS MEETINGS
All meetings of the stockholders shall be held at the principal office of the Corporation in
the State of Nevada unless some other place within or without the State of Nevada is stated in the
call. No stockholder action required to be taken or which may be taken at any annual or special
meeting of stockholders of the Corporation may be taken without a meeting, and the power of
stockholders to consent in writing without a meeting to the taking of any action is specifically
denied.
ARTICLE III
ANNUAL STOCKHOLDERS MEETINGS
ANNUAL STOCKHOLDERS MEETINGS
The Annual Meeting of the Stockholders of the Corporation shall be held at such time and place
as directed or selected by a majority of the Board of Directors.
ARTICLE IV
SPECIAL STOCKHOLDERS MEETINGS
SPECIAL STOCKHOLDERS MEETINGS
Special meetings of the stockholders of the Corporation for any purpose or purposes permitted
by law may be called at any time by a majority of the Board of Directors, the Chairman of the Board
of Directors, the President of the Corporation or one or more record holders of shares of stock of
the Corporation representing in the aggregate not less than
1
twenty-five percent (25%) of the voting power of the issued and outstanding capital stock of
the Corporation. A stockholder request for a special meeting shall be directed to the Secretary
and shall be signed by each stockholder, or a duly authorized agent of such stockholder, requesting
the special meeting and shall be accompanied by a notice setting forth the information required by
Section 1 of Article XXXIII of these By-laws as to any nominations proposed to be presented and any
other business proposed to be conducted at such special meeting and as to the stockholder(s)
requesting the special meeting, as well as the information and consent required by Section 1 of
Article XXXIII of these By-laws from any nominee for election as a Director of the Corporation. A
special meeting requested by stockholders shall be held at such date, time and place within or
without the state of Nevada as may be designated by the Board of Directors; provided, however, that
the date of any such special meeting shall be not more than ninety (90) days after the request to
call the special meeting by one or more stockholders who satisfy the requirements of this Article
IV is received by the Secretary. Notwithstanding the foregoing, a special meeting requested by
stockholders shall not be held if: (i) the stated business to be brought before the special meeting
is not a proper subject for stockholder action under applicable law, or (ii) the Board of Directors
has called or calls for an annual meeting of stockholders to be held within ninety (90) days after
the Secretary receives the request for the special meeting and the Board of Directors determines in
good faith that the business of such annual meeting includes (among any other matters properly
brought before the annual meeting) the business specified in the stockholders request. A
stockholder may revoke a request for a special meeting at any time by written revocation delivered
to the Secretary, and if, following such revocation, there are un-revoked requests from
stockholders holding in the aggregate less than the requisite number of shares entitling the
stockholders to request the calling of a special meeting, the Board of Directors, in its
discretion, may cancel the special meeting. If none of the stockholders who submitted the request for a special meeting appears or sends a qualified
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representative to present the nominations proposed to be presented or other business proposed to be
conducted at the special meeting, the Corporation need not present such nominations or other
business for a vote at such meeting. Business transacted at all special meetings shall be confined
to the matters stated in the notice of special meeting. Business transacted at a special meeting
requested by stockholders shall be limited to the matters described in the special meeting request;
provided, however, that nothing herein shall prohibit the Board of Directors from submitting
matters to the stockholders at any special meeting requested by stockholders. The Chair of a
special meeting shall determine all matters relating to the conduct of the meeting, including, but
not limited to, determining whether any nomination or other item of business has been properly
brought before the meeting in accordance with these By-laws, and if the Chair should so determine
and declare that any nomination or other item of business has not been properly brought before the
special meeting, then such business shall not be transacted at such meeting.
ARTICLE V
NOTICE OF STOCKHOLDERS MEETINGS
NOTICE OF STOCKHOLDERS MEETINGS
Notice stating the place, day and hour of all stockholders meetings and the purpose or
purposes for which such meetings are called, shall be given by the President or a Vice President or
the Secretary or an Assistant Secretary not less than ten (10) nor more than sixty (60) days prior
to the date of the meeting to each stockholder entitled to vote thereat by leaving such notice with
him at his residence or usual place of business, or by mailing it, postage prepaid, addressed to
such stockholder at his address as it appears upon the books of this Corporation, and to the
Chairman of the Board at the Corporations main office, the person giving such notice shall make
affidavit in relation thereto.
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ARTICLE VI
QUORUM AT STOCKHOLDERS MEETINGS
QUORUM AT STOCKHOLDERS MEETINGS
Except as otherwise provided by law, at any meeting of the stockholders, a majority of the
voting power of the shares of capital stock issued and outstanding and entitled to vote represented
by such stockholders of record in person or by proxy, shall constitute a quorum, but a less
interest may adjourn any meeting sine die or adjourn any meeting from time to time and the meeting
may be held as adjourned without further notice. When a quorum is present at any meeting, a
majority of the votes cast shall decide any question brought before such meeting, other than the
election of Directors, unless the question is one upon which by express provision of law, or of the
Articles of Incorporation, or of these By-Laws a larger or different vote is required, in which
case such express provision shall govern and control the decision of such question.
ARTICLE VII
PROXY AND VOTING
PROXY AND VOTING
Stockholders of record entitled to vote may vote at any meeting either in person, by proxy in
writing, by electronic vote, or by telephonic vote, based on procedures as may be established by
the Board from time to time, which proxies shall be filed with the Secretary of the meeting before
being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such
meeting, but shall not be valid after the final adjournment thereof. No proxy shall be valid after
the expiration of six (6) months from the date of its execution unless the stockholder specifies
therein the length of time for which it is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution. Stockholders entitled to vote shall be entitled to
the voting rights as provided in the Articles of Incorporation.
ARTICLE VIII
BOARD OF DIRECTORS
BOARD OF DIRECTORS
The number of Directors of the Corporation shall be fixed from time to time by a
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two-thirds
(2/3) affirmative vote of the entire Board of Directors, but in any event shall not be more than
fifteen (15) nor less than three (3). The Board of Directors shall have authority to fix the
compensation of Directors for regular or special services rendered. The members of the Board of
Directors shall be elected and serve for such terms of office as are provided in Article VI of the
Corporations Articles of Incorporation, and each Director shall serve until his or her successor
is duly elected and qualified of until his or her earlier death, resignation or removal.
Newly created directorships resulting from an increase in number of Directors and vacancies
occurring in the Board of Directors for any reason shall be filled in the
manner specified in Article VI of the Corporations Articles of Incorporation.
ARTICLE IX
POWERS OF DIRECTORS
POWERS OF DIRECTORS
The Board of Directors shall have the entire management of the business of this Corporation.
In the management and control of the property, business and affairs of this Corporation, the Board
of Directors is hereby vested with all the powers possessed by this Corporation itself, so far as
this delegation of authority is not inconsistent with the laws of the State of Nevada, with the
Articles of Incorporation or with these By-Laws. Except as otherwise provided by law, the Board of
Directors shall have power to determine what constitutes net earnings, profits and surplus,
respectively, what amount shall be reserved for working capital and for any other purposes, and
what amount shall be declared as dividends, and such determination by the Board of Directors shall
be final and conclusive.
ARTICLE X
COMPENSATION OF DIRECTORS AND OTHERS
COMPENSATION OF DIRECTORS AND OTHERS
Directors may be compensated for their services on an annual basis and/or they may receive a
fixed sum plus expenses of attendance, if any, for attendance at each regular or
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special meeting of
the Board, such compensation or fixed sum to be fixed from time to time by resolution of the Board
of Directors, provided that nothing herein contained shall be construed to preclude any director
from serving this Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may receive like compensation for their services on an annual
basis and/or fixed sum for attendance at each committee meeting. Any compensation so fixed and
determined by the Board of Directors shall be subject to revision or amendment by the stockholders.
ARTICLE XI
EXECUTIVE AND OTHER COMMITTEES
EXECUTIVE AND OTHER COMMITTEES
The Board of Directors may, by resolution or vote passed by a majority of the whole Board,
designate from their number an Executive Committee of not less than three (3) nor more than a
majority of the members of the whole Board as at the time constituted, which Committee shall have
and may exercise the powers of the Board of Directors in the management of the business and affairs
of this Corporation when the Board is not in session. The Executive Committee may make rules for
the notice, holding and conduct of its meetings and keeping of the records thereof. The Executive
Committee shall serve until the first Directors meeting following the next Annual Stockholders
Meeting, and until their successors shall be designated and shall qualify, and, a majority of the
members of said Committee shall constitute a quorum for the transaction of business.
The Board of Directors shall, by resolution or vote passed by a majority of the whole Board,
designate from their members who are not employees of the Corporation, and designate a
representative from the Board of Directors of the Corporations wholly-owned subsidiaries, who is
not an employee, to serve on an Audit Committee. The Audit Committee shall not be less than three
(3) nor more than a majority of the whole Board at the time constituted, to nominate auditors for
the annual audit of the Corporations books and records, to
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develop the scope of the audit program,
to discuss the results of such audits with the audit firm, and to take any other action they may
deem necessary or advisable in carrying out the work of the Audit Committee. The Audit Committee
shall serve until their successors shall be designated and shall qualify, and, a majority of the
members of the Audit Committee shall constitute a quorum for the transaction of business.
The Board of Directors shall, by resolution or vote passed by a majority of the whole Board,
designate from their number members to serve on a Compensation and
Organization Committee, the Compensation and Organization Committee shall not be less than three
(3), nor more than the entire group of directors of the Corporation who are not employees of the
Corporation; provided, however, that no more than one (1) member of the Compensation and
Organization Committee may be a Board member who is also an employee of the Corporation or its
wholly-owned subsidiaries. The Compensation and Organization Committee shall have such duties and
responsibilities as the whole Board shall from time to time direct; provided, however, that the
Compensation and Organization Committee shall have the duties and responsibilities at least to
review and approve the programs, policies and organizational structure of the Corporation, to
recommend the personnel required by the Corporation to conduct its affairs, to receive nominations
to the Board of Directors (which nominations will be reviewed with the whole Board and presented to
the shareholders for election or re-election as positions are available or as terms of office
expire), and to consider and recommend to the whole Board the appropriate number and appropriate
members to serve on the various committees of the Board. The Compensation and Organization
Committee shall serve until their successors shall be designated and shall qualify, and a majority
of the members of the Compensation and Organization Committee shall constitute a quorum for the
transaction of business.
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The Board of Directors of this Corporation may also appoint other committees from time to
time, membership composition and numbers on such committees, inclusive of representatives of Board
of Directors from the wholly-owned subsidiaries, and committee powers conferred upon the same to be
determined by resolution or vote of the Board of Directors of this Corporation.
ARTICLE XII
DIRECTORS MEETINGS
DIRECTORS MEETINGS
Regular meetings of the Board of Directors shall be held at such places within or without the
State of Nevada and at such times as the Board by resolution or vote may determine from time to
time, and if so determined no notice thereof need be given. Special meetings of the Board of
Directors may be held at any time or place within or without the State of Nevada whenever called by
the Chairman of the Board, the President, a Vice President, a Secretary, an Assistant Secretary or
two or more Directors, notice thereof being given to each Director by the Secretary, an Assistant
Secretary or officer calling the meeting, or at any time without formal notice provided all the
Directors are present or those not present waive notice thereof. Notice of Special meetings,
stating the time and place thereof, shall be given by mailing the same to each Director at his
residence or business address at least two days before the meeting, unless, in case of exigency,
the President or in his absence the Secretary shall prescribe a shorter notice to be given
personally or by telephoning or telegraphing each Director at his residence or business address.
Such Special meetings shall be held at such times and places as the notices thereof or waiver shall
specify.
Meetings of the Board of Directors may be conducted by means of a conference telephone
network or a similar communications method by which all persons participating in the meeting can
hear each other. The minutes of such meeting shall be submitted to the Board of Directors, for
approval, at a subsequent meeting.
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Unless otherwise restricted by the Articles of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if a written consent thereto is signed by all the members of
the Board of Directors or of such committee. Such written consent shall be filed with the minutes
of meetings of the Board or Committee.
ARTICLE XIII
QUORUM AT DIRECTORS MEETING
QUORUM AT DIRECTORS MEETING
Except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws, a
majority of the members of the Board of Directors shall constitute a quorum for the transaction of
business, but a lesser number may adjourn any meeting from time to time, and the meeting may be
held as adjourned without further notice. When a quorum is present at any meeting, a majority of
the members present shall decide any question brought before such meeting.
ARTICLE XIV
WAIVER OF NOTICE
WAIVER OF NOTICE
Whenever any notice whatever of any meeting of the stockholders, Board of Directors or any
committee is required to be given by these By-Laws or the Articles of Incorporation of this
Corporation or any of the laws of the State of Nevada, a waiver thereof in writing, signed by the
person or persons entitled to said notice whether before or after the time stated therein, shall be
deemed equivalent to such notice so required. The presence at any meeting of a person or persons
entitled to notice thereof shall be deemed a waiver of such notice as to such person or persons.
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ARTICLE XV
OFFICERS
OFFICERS
The officers of this Corporation shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer. The Board of Directors at its discretion may elect a Chairman of the
Board of Directors. The Chairman of the Board of Directors, if one is to be elected, the
President, the Vice Presidents, the Secretary and the Treasurer shall be elected annually by the
Board of Directors after its election by the stockholders and shall hold office
until their successors are duly elected and qualified, subject, however, to other provisions
contained in these By-Laws, and a meeting of the Directors may be held without notice for this
purpose immediately after the annual meeting of the stockholders and at the same place.
ARTICLE XVI
ELIGIBILITY OF OFFICERS
ELIGIBILITY OF OFFICERS
Any two or more offices may be held by the same person except the offices of Chairman of the
Board of Directors or President and Secretary shall not be held by the same person.
The Chairman of the Board of Directors and the President may, but need not, be stockholders
and shall be Directors of the Corporation. The Vice Presidents, Secretary, Treasurer and such
other officers as may be elected or appointed need not be stockholders or Directors of this
Corporation.
ARTICLE XVII
ADDITIONAL OFFICERS AND AGENTS
ADDITIONAL OFFICERS AND AGENTS
The Board of Directors, at its discretion, may appoint one or more Assistant Secretaries and
one or more Assistant Treasurers and such other officers or agents as it may deem advisable, and
prescribe their duties. All officers and agents appointed pursuant to this Article may hold office
during the pleasure of the Board of Directors.
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ARTICLE XVIII
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
(A) Chairman of the Board: The Chairman of the Board, if there be such position,
shall, if present, preside at all meetings of shareholders and the Board of Directors. The
Chairman of the Board further shall have such powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors.
(B) Chief Executive Officer: Subject to the control of the Board of Directors, the
Chief Executive Officer shall be the principal and chief managerial officer of the corporation and
shall have the general supervision, direction and control of the business and officers of the
corporation. In the absence or inability of the Chairman of the Board of Directors or during the
vacancy of the office thereof, the Chief Executive Officer shall preside at meetings of
shareholders and the Board of Directors. The Chief Executive Officer further shall have such other
powers and perform such other duties as may be assigned from time to time by the Board of
Directors, including, but not limited to, the signing or countersigning of certificates of stocks,
bonds, notes, contracts or other instruments of the Corporation.
(C) President: In the absence or inability of the Chief Executive Officer or during
any vacancy in the office thereof, the President shall perform all of the duties of the Chief
Executive Officer and when so acting shall have all the power of and be subject to all the
restrictions upon the Chief Executive Officer. Unless another officer is elected by the Board to
hold the office of Chief Operating Officer, the President shall also be the Chief Operating Officer
with such duties as the Board of Directors or the Chief Executive Officer may from time to time
prescribe.
ARTICLE XIX
VICE PRESIDENTS
VICE PRESIDENTS
Except as especially limited by resolution or vote of the Board of Directors, any Vice
President shall perform the duties and have the powers of the President during the absence or
disability of the President and shall have power to sign all certificates of stock,
11
deeds and contracts of this Corporation. He shall perform such other duties and have such other
powers as the Board of Directors shall designate from time to time.
ARTICLE XX
SECRETARY
SECRETARY
The Secretary shall keep accurate minutes of all meetings of the Board of Directors, the
Executive Committee and the Stockholders, shall perform all the duties commonly incident to this
office, and shall perform such other duties and have such other powers as the Board of Directors
shall from time to time designate. The Secretary shall have power, together with the Chairman of
the Board or the President or a Vice President, to sign certificates of stock of this Corporation.
In his absence, an Assistant Secretary or Secretary pro tempore shall perform his duties.
ARTICLE XXI
TREASURER
TREASURER
The Treasurer, subject to the order of the Board of Directors, shall have the care and custody
of the money, funds, valuable papers and documents of this Corporation (other than his own bond
which shall be in the custody of the President) and shall have and exercise, under the supervision
of the Board of Directors, all the powers and duties commonly incident to his office, and shall
give bond in such form and with such sureties as may be required by the Board of Directors.
He shall deposit all funds of this Corporation in such bank or banks, trust company or trust
companies or with such firm or firms doing banking businesses as the Directors shall designate or
approve. He may endorse for deposit or collection all checks,
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notes, etc., payable to this Corporation or to its order, may accept drafts on behalf of this
Corporation and, together with the Chairman of the Board or the President or a Vice President, may
sign certificates of stock. He shall keep accurate books of account of this Corporations
transactions which shall be the property of this Corporation and, together with all
its property of this Corporation, shall be subject at all times to the inspection and control of
the Board of Directors.
ARTICLE XXII
RESIGNATIONS AND REMOVALS
RESIGNATIONS AND REMOVALS
Any Director or officer of this Corporation may resign at any time by giving written notice to
the Board of Directors or to the President or to the Secretary of this Corporation, and any member
of any committee may resign by giving written notice either as aforesaid or to the committee of
which he is a member or to the chairman thereof. Any such resignation shall take effect at the
time specified therein or, if the time be not specified, upon receipt thereof; and, unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.
The stockholders at any meeting called for that purpose may remove any director from office in
the manner provided in Article VI of the Articles of Incorporation. The Board of Directors by the
vote of not less than a majority of those present at a duly called meeting, may remove from office
any officer, agent or member or members of any committee elected or appointed by it or by the
executive committee.
The Compensation and Organization Committee, at any meeting called for that purpose, or the
Chief Executive Officer, or, in his absence, the President of the Company, may immediately suspend
from his or her office and the performance of his or her duties any officer of the Company pending
any meeting of the Board of Directors called for the purpose of removing an officer of the
Corporation.
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ARTICLE XXIII
VACANCIES
VACANCIES
If an officer or agent, one or more, becomes vacant by reason of death, resignation, removal,
disqualification or otherwise, the Directors may, by majority vote of the Board of Directors choose
a successor or successors who shall hold office for the unexpired term. Vacancies in the Board of
Directors shall be filled by the Directors in the manner provided in Article VI of the Articles of
Incorporation.
ARTICLE XXIV
CAPITAL STOCK
CAPITAL STOCK
The amount of capital stock shall be as fixed in the Articles of Incorporation or in any
lawful amendments thereto from time to time.
ARTICLE XXV
CERTIFICATED AND UNCERTIFICATED SHARES.
CERTIFICATED AND UNCERTIFICATED SHARES.
The Board of Directors shall be authorized to issue any of the classes or series of shares of
the capital stock of the Corporation with or without certificates. The fact that the shares of
capital stock of the Corporation are not represented by certificates shall have no effect on the
rights and obligations of stockholders.
If shares are represented by certificates, the certificate shall be in such form as may be
prescribed by the Board of Directors, duly numbered and sealed with the corporate seal of this
Corporation and setting forth the number of shares to which each stockholder is entitled. Such
certificates shall be signed by the Chairman of the Board or the President, or a Vice President and
by the Treasurer or an Assistant Treasurer or the
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Secretary or an Assistant Secretary. The Board of Directors may also appoint one or more
transfer agents and/or registrars for any class or series of its capital stock and may require
stock certificates to be countersigned and/or registered by one or more of such transfer agents
and/or registrars. If certificates of capital stock of this Corporation are signed by a transfer
agent and by a registrar, the signatures thereon of the Chairman of the Board or the President or a
Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of this Corporation and the seal of this Corporation thereon may be facsimiles, engraved
or printed. Any provisions of these By-Laws with reference to the signing and sealing of stock
certificates shall include, in cases above permitted, such facsimiles. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall have been used on,
any such certificate or certificates shall cease to be such officer or officers of this
Corporation, whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by this Corporation, such certificate or certificates may
nevertheless be adopted by the Board of Directors of this Corporation and be issued and delivered
as though the person or persons who signed such certificate or certificates or whose facsimile
signature or signatures shall have been used thereon had not ceased to be such officer or officers
of this Corporation.
If shares are not represented by certificates, within a reasonable time following the issue or
transfer of such shares, the Corporation shall send the stockholder a written statement of all of
the information required to be provided to holders of uncertificated shares pursuant to applicable
law.
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ARTICLE XXVI
TRANSFER OF STOCK
TRANSFER OF STOCK
Shares of stock evidenced by certificates may be transferred by delivery of the certificate
accompanied either by an assignment in writing on the back of the certificate or by a written power
of attorney to sell, assign and transfer the same on the books of this Corporation, signed by the
person appearing by the certificate to be the owner of the shares represented thereby, and shall be
transferable on the books of this Corporation upon surrender thereof so assigned or endorsed. If
the Board of Directors determines or has determined that the ownership of such shares of any class
or series of the capital stock of the Corporation shall be represented by uncertificated shares,
the Corporation need not issue a new certificate but shall provide the stockholder with a written
statement of all of the information required to be provided to holders of uncertificated shares
pursuant to applicable law. The person registered on the books of this Corporation as the owner of
any shares of stock shall exclusively be entitled, as the owner of such shares, to receive
dividends and to vote as such owner in respect thereof. It shall be the duty of every stockholder
to notify this Corporation of the stockholders address.
ARTICLE XXVII
TRANSFER BOOKS
TRANSFER BOOKS
The transfer books of the stock of this Corporation may be closed for such period from time to
time, not exceeding sixty (60) days, in anticipation of stockholders meetings or the payment of
dividends or the allotment of rights as the Directors from time to time may determine, provided,
however, that in lieu of closing the transfer books as aforesaid, the Board of Directors may fix in
advance a date, not exceeding sixty (60) days, as of which stockholders shall be entitled to vote
at any meeting of the stockholders or to receive dividends or rights, and in such case such
stockholders and only such stockholders as shall be stockholders of record
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as of the date so fixed shall be entitled to vote at any such meeting and at any adjournment or
adjournments thereof or to receive dividends or rights, as the case may be, notwithstanding any
transfer of any stock on the books of this Corporation after such record date fixed as aforesaid.
ARTICLE XXVIII
LOSS OF CERTIFICATES
LOSS OF CERTIFICATES
In case of the loss, mutilation or destruction of a certificate of stock, a duplicate
certificate may be issued upon such terms consistent with the laws of the State of Nevada as the
Directors shall prescribe; provided, however, if the Board of Directors determines or has
determined that the ownership of such shares of such class or series of shares of the capital stock
of the Corporation shall be represented by uncertificated shares, the Corporation need not issue a
new certificate but shall provide the stockholder with a written statement of all of the
information required to be provided to holders of uncertificated shares pursuant to applicable law.
ARTICLE XXIX
SEAL
SEAL
The seal of this Corporation shall consist of a flat-faced circular die with the corporate
name of this Corporation, the year of its incorporation and the words Corporate Seal Nevada cut
or engraved thereon. Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
ARTICLE XXX
VOTING OF STOCK HELD
VOTING OF STOCK HELD
Unless otherwise provided by resolution or vote of the Board of Directors, the Chairman of the
Board, the President or any Vice President, may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name on behalf of this
17
Corporation to cast the votes which this Corporation may be entitled to cast as a stockholder
or otherwise in any other corporation, any of whose stock or securities may be held by this
Corporation, at meetings of the holders of the stock or other securities of such other
corporations, or to consent in writing to any action by any such other corporation, and may
instruct the person or persons so appointed as to the manner of casting such votes or giving such
consent and may execute or cause to be executed on behalf of this Corporation and under its
corporate seal, or otherwise such written proxies, consents, waivers or other instruments as he may
deem necessary or proper in the premises; or the Chairman of the Board or the President or any Vice
President may himself attend any meeting of the holders of stock or other securities of such other
corporation and thereat vote or exercise any or all other powers of this Corporation as the holder
of such stock or other securities of such other corporation.
The Chairman of the Board or the President or any Vice President may appoint one or more
nominees in whose name or names stock or securities acquired by this Corporation may be taken.
With the approval of the Chairman of the Board or the President or any Vice President of the
Corporation (which approval may be evidenced by his signature as witness on the instruments
hereinafter referred to) any such nominee may execute such written proxies, consents, waivers or
other instruments as he may be entitled to execute as the record holder of stock or other
securities owned by this Corporation.
ARTICLE XXXI
EXECUTION OF CHECKS, DRAFTS, NOTES, ETC.
EXECUTION OF CHECKS, DRAFTS, NOTES, ETC.
All checks, drafts, notes or other obligations for the payment of money shall be signed by
such officer or officers, agent or agents, as the Board of Directors shall by resolution or vote
direct. The Board of Directors may also, in its discretion, require, by resolution or vote, that checks, drafts, notes or other obligations for the payment of money shall
be countersigned or registered as a condition to their validity by such officer or officers, agent
or agents as shall
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be directed in such resolution or vote. Checks for the total amount of any payroll and/or
branch office current expenses may be drawn in accordance with the foregoing provisions and
deposited in a special fund or funds. Checks upon such fund or funds may be drawn by such person
or persons as the Treasurer shall designate and need not be countersigned.
ARTICLE XXXII
SPECIAL PROVISIONS
SPECIAL PROVISIONS
Section 1: The private property of the stockholders, Directors or officers shall not be
subject to the payment of any corporate debts to any extent whatsoever.
Section 2:
(A) To the fullest extent that the laws of the State of Nevada, as in effect on March 18,
1987, or as thereafter amended, permit elimination or limitation of the liability of directors and
officers, no Director, officer, employee, fiduciary or authorized representative of the Company
shall be personally liable for monetary damages as such for any action taken, or any failure to
take any action, as a Director, officer or other representative capacity.
(B) This Article shall not apply to any action filed prior to March 18, 1987, nor to any
breach of performance or failure of performance of duty by a Director, officer, employee, fiduciary
or authorized representative occurring prior to March, 1987. Any amendment or repeal of this
Article which has the effect of increasing Director liability shall operate prospectively only, and
shall not affect any action taken, or any failure to act, prior to its adoption.
Section 3:
(A) Right to Indemnification. Except as prohibited by law, every Director and officer
of the Company shall be entitled as a matter of right to be indemnified by the Company against
reasonable expense and any liability paid or incurred by such person in connection
with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative,
investigative
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or other, whether brought by or in the right of the Company or otherwise, in which he or she may be
involved, as a party or otherwise, by reason of such person being or having been a Director or
officer of the Company or by reason of the fact that such person is or was serving at the request
of the Company as a Director, officer, employee, fiduciary or other representative of the
Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or
other entity (such claim, action, suit or proceeding hereafter being referred to as action);
provided, however, that no such right of indemnification shall exist with respect to an action
brought by a Director or officer against the Company (other than a suit for indemnification as
provided in paragraph (B)). Such indemnification shall include the right to have expenses incurred
by such person in connection with an action paid in advance by the Company prior to final
disposition of such action, subject to such conditions as may be prescribed by law. As used
herein, expense shall include fees and expenses of counsel selected by such person; and
liability shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid
in settlement.
(B) Right of Claimant to Bring Suit. If a claim under paragraph (A) of this Section
is not paid in full by the Company within thirty (30) days after a written claim has been received
by the Company, the claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such
action that the conduct of the claimant was such that under Nevada law the Company would be
prohibited from indemnifying the claimant for the amount claimed, but the burden of proving such
defense shall be on the Company. Neither the failure of the Company (including its Board of
Directors, independent legal counsel and its stockholders) to have made a determination prior to
the commencement of such action that indemnification of the claimant is proper in the circumstances
because the conduct of the claimant was not such that
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indemnification would be prohibited by law, nor an actual determination by the Company (including
the Board of Directors, independent legal counsel or its stockholders) that the conduct of the
claimant was such that indemnification would be prohibited by law, shall be a defense to the action
or create a presumption that the conduct of the claimant was such that indemnification would be
prohibited by law.
(C) Insurance and Funding. The Company may purchase and maintain insurance to protect
itself and any person eligible to be indemnified hereunder against any liability or expense
asserted or incurred by such person in connection with any action, whether or not the Company would
have the power to indemnify such person against such liability or expense by law or under the
provisions of this Section 3. The Company may make other financial arrangements which include a
trust fund, program of self-insurance, grant a security interest or other lien on any assets of the
corporation, establish a letter of credit, guaranty or surety as set forth in 1987 Statutes of
Nevada, Chapter 28 to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.
(D) Non-Exclusive; Nature and Extent of Rights. The right of indemnification provided
for herein (1) shall not be deemed exclusive of any other rights, whether now existing or hereafter
created, to which those seeking indemnification hereunder may be entitled under any agreement,
by-law or article provision, vote of stockholders or directors or otherwise, (2) shall be deemed to
create contractual rights in favor of persons entitled to indemnification hereunder, (3) shall
continue as to persons who have ceased to have the status pursuant to which they were entitled or
were denominated as entitled to indemnification hereunder and shall inure to the benefit of the
heirs and legal representatives of persons entitled to indemnification hereunder and (4) shall be
applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising
from acts or omissions occurring
before or after the adoption hereof. The right of indemnification provided for herein may not be
amended, modified or
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repealed so as to limit in any way the indemnification provided for herein with respect to any
acts or omissions occurring prior to the adoption of any such amendment or repeal.
Section 4:
In furtherance, and not in limitation, of the powers conferred by statute, the Board of
Directors, by a majority vote of those present at any called meeting, is expressly authorized:
(A) To hold its meetings, to have one or more offices and to keep the books of the
Corporation, except as may be otherwise specifically required by the laws of the State of Nevada,
within or without the State of Nevada, at such places as may be from time to time designated by it.
(B) To determine from time to time whether, and if allowed under what conditions and
regulations, the accounts and books of the Corporation (other than the books required by law to be
kept at the principal office of the Corporation in Nevada), or any of them, shall be open to
inspection of the stockholders, and the stockholders rights in this respect are and shall be
restricted or limited accordingly.
(C) To make, alter, amend and rescind the By-Laws of the Corporation, to fix the amount to be
reserved as working capital, to fix the times for the declaration and payment of dividends, and to
authorize and cause to be executed mortgages and liens upon the real and personal property of the
Corporation.
(D) To designate from its number an executive committee, which, to the extent provided by the
By-Laws of the Corporation or by resolution of the Board of Directors, shall have and may exercise
in the intervals between meetings of the Board of Directors, the powers thereof which may lawfully
be delegated in respect of the management of the
business and the affairs of the Corporation, and shall have power to authorize the seal of the
Corporation
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to be affixed to such papers as may require it. The Board of Directors may also, in its
discretion, designate from its number a finance committee and delegate thereto such of the powers
of the Board of Directors as may be lawfully delegated, to be exercised when the Board is not in
session.
ARTICLE XXXIII
PROPOSALS AT STOCKHOLDERS MEETINGS
PROPOSALS AT STOCKHOLDERS MEETINGS
Section 1: Advance Notification of Proposals at Stockholders Meetings.
If a stockholder desires to submit a proposal for consideration at an annual or special
stockholders meeting, or to nominate persons for election as directors at any stockholders
meeting duly called for the election of directors, written notice of such stockholders intent to
make such a proposal or nomination must be given and received by the Secretary of the Corporation
at the principal executive offices of the Corporation either by personal delivery or by United
States mail not later than (i) with respect to an annual meeting of stockholders, one hundred
twenty (120) days prior to the anniversary date of the immediately preceding annual meeting, and
(ii) with respect to a special meeting of stockholders, the close of business on the tenth day
following the date on which notice of such meeting is first given to stockholders. Each notice
shall describe the proposal or nomination in sufficient detail for the proposal or nomination to be
summarized on the agenda for the meeting and shall set forth (i) the name and address, as it
appears on the books of the Corporation, of the stockholder who intends to make the proposal or
nomination; (ii) 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 to present such proposal or nomination; (iii) the class and number of shares of the
Corporation which are beneficially owned by the stockholder; and (iv) as to the stockholder giving
the notice and any Stockholder Associated Person whether and the
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extent to which any hedging or other transaction or series of transactions has been entered into by
or on behalf of, or any other agreement, arrangement or understanding (including any short position
or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate
loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting
power of, such stockholder or any such Stockholder Associated Person with respect to any share of
stock of the Corporation. In addition, in the case of a stockholder proposal, the notice shall set
forth the reasons for conducting such proposed business at the meeting and any material interest of
the stockholder in such business. In addition, in the case of a nomination of any person for
election as a director, the notice shall set forth: (i) the name and address of any person to be
nominated; (ii) 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; (iii) such other information regarding
such nominee proposed by such stockholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission; and (iv) the consent
of each nominee to serve as a director of the Corporation if so elected. The presiding officer of
the annual or special meeting shall, if the facts warrant, refuse to acknowledge a proposal or
nomination not made in compliance with the foregoing procedure, and any such proposal or nomination
not properly brought before the meeting shall not be transacted. For purposes of these By-Laws,
Stockholder Associated Person of any stockholder means (i) any person controlling, directly or
indirectly, or acting in convert with, such stockholder, (ii) any beneficial owner of shares of
stock of the Corporation owned of record or beneficially by such stockholder and (iii) any person
controlling, controlled by or under common control with such Stockholder Associated Person.
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ARTICLE XXXIV
AMENDMENTS
AMENDMENTS
Except as otherwise specifically provided herein, these By-Laws may be amended, added to,
altered or repealed in whole or in part at any annual or special meeting of the stockholders by
vote in either case of a majority of the voting power of the capital stock issued and outstanding
and entitled to vote, provided notice of the general nature or character of the proposed amendment,
addition, alteration or repeal is given in the notice of said meeting, or by the affirmative vote
of a majority of the Board of Directors present at a called regular or special meeting of the Board
of Directors, provided notice of the general nature or character of the proposed amendment,
addition, alteration or repeal is given in the notice of said meeting.
ARTICLE XXXV
NEVADA CONTROL SHARE
NEVADA CONTROL SHARE
Pursuant to NRS § 78.378, the Company opts out of the Nevada Control Share statute, and
specifically that the provisions of NRS §§ 78.378 to 78.3793 do not apply to the corporation or to
an acquisition of a controlling interest by existing or future stockholders.
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