EXHIBIT 3.2
BYLAWS
OF
INTEGRAL TECHNOLOGIES, INC.
(as restated December 31, 1997)
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TABLE OF CONTENTS
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ARTICLE I
OFFICES
1.1 Business Office ........................................................................................1
1.2 Registered Office and Registered Agent .................................................................1
ARTICLE II
SHARES AND TRANSFER THEREOF
2.1 Regulation .............................................................................................1
2.2 Stock Certificates: Facsimile Signatures and Validation ................................................1
2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip ..................................1
2.4 Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of
Surrender; Penalties for Failure to Comply ........................................................2
2.5 Consideration for Shares: Types; Adequacy; Effect of Receipt; Actions of Corporation
Pending Receipt in Future .........................................................................2
2.6 Stockholder's Liability: No Individual Liability Except for Payment for which Shares were Authorized to
be Issued or which was Specified in Subscription Agreement.........................................3
2.7 Lost, Stolen, or Destroyed Certificates ................................................................3
2.8 Transfer of Shares .....................................................................................3
2.9 Restrictions on Transfer of Shares .....................................................................3
2.10 Transfer Agent .........................................................................................3
2.11 Close of Transfer Book and Record Date .................................................................4
ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF
3.1 Stockholders of Record .................................................................................4
3.2 Meetings ...............................................................................................4
3.3 Annual Meeting .........................................................................................4
3.4 Special Meetings .......................................................................................4
3.5 Actions at Meetings not Regularly Called: Ratification and Approval ....................................5
3.6 Notice of Stockholders' Meeting: Signature; Contents; Service .........................................5
3.7 Waiver of Notice .......................................................................................6
3.8 Voting Record ..........................................................................................6
3.9 Quorum 6
3.10 Organization ...........................................................................................6
3.11 Manner of Acting .......................................................................................6
3.12 Stockholders' Proxies ..................................................................................6
3.13 Voting of Shares .......................................................................................7
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3.14 Voting by Ballot .......................................................................................7
3.15 Cumulative Voting ......................................................................................7
3.16 Consent of Stockholders in Lieu of Meeting .............................................................8
3.17 Maintenance of Records at Registered Office; Inspection and Copying
of Records ........................................................................................8
ARTICLE IV
DIRECTORS, POWERS AND MEETINGS
4.1 Board of Directors .....................................................................................9
4.2 General Powers .........................................................................................9
4.3 Regular Meetings .......................................................................................9
4.4 Special Meetings .......................................................................................9
4.5 Actions at Meetings Not Regularly Called: Ratification and Approval....................................10
4.6 Notice of Directors' Meetings .........................................................................10
4.7 Waiver of Notice ......................................................................................10
4.8 Quorum 10
4.9 Organization ..........................................................................................10
4.10 Manner of Acting ......................................................................................11
4.11 Participation by Telephone or Similar Method...........................................................11
4.12 Consent of Directors in Lieu of Meeting ...............................................................11
4.13 Vacancies .............................................................................................11
4.14 Compensation ..........................................................................................11
4.15 Removal of Directors ..................................................................................11
4.16 Resignations ..........................................................................................12
ARTICLE V
OFFICERS
5.1 Number 12
5.2 Election and Term of Office ...........................................................................12
5.3 Removal ...............................................................................................12
5.4 Vacancies .............................................................................................12
5.5 Powers, Duties and Functions ..........................................................................12
5.6 Compensation ..........................................................................................14
5.7 Bonds ..............................................................................................14
ARTICLE VI
PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY
6.1 Exercise of Powers and Performance of Duties by Directors and Officers ................................14
6.2 Restrictions on Transactions Involving Interested Directors or Officers;
Compensation of Directors ........................................................................15
6.3 Indemnification of Officers, Directors, Employees and Agents; Advancement of Expenses .................15
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ARTICLE VII
DIVIDENDS; FINANCE
7.1 Dividends .............................................................................................17
7.2 Reserve Funds .........................................................................................17
7.3 Banking ...............................................................................................17
ARTICLE VIII
CONTRACTS, LOANS, AND CHECKS
8.1 Execution of Contracts ................................................................................18
8.2 Loans ...............................................................................................18
8.3 Checks ............................................................................................... 18
8.4 Deposits ..............................................................................................18
ARTICLE IX
FISCAL YEAR
...............................................................................................18
ARTICLE X
CORPORATE SEAL
...............................................................................................18
ARTICLE XI
AMENDMENTS
...............................................................................................18
ARTICLE XII
COMMITTEES
12.1 Appointment ...........................................................................................19
12.2 Name ...............................................................................................19
12.3 Membership ............................................................................................19
12.4 Procedure .............................................................................................19
12.5 Meetings ..............................................................................................19
12.6 Vacancies .............................................................................................19
12.7 Resignations and Removal ..............................................................................19
CERTIFICATE
...............................................................................................20
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ARTICLE I
OFFICES
1.1 Principal Office. The principal office and place of business of
the corporation shall be located in the Province of British Columbia, Canada.
Other offices and places of business may be established from time to time by
resolution of the Board of Directors or as the business of the corporation may
require.
1.2 Registered Office and Registered Agent. The corporation shall have
and continuously maintain in the State of Nevada a registered office, which may
be the same as its principal office, and a registered agent whose business
office is identical with such registered office. The initial registered office
and the initial registered agent are specified in the Articles of
Incorporation. The registered office or registered agent of the corporation may
be changed from time to time by the Board of Directors in accordance with the
procedures set forth in the Nevada Business Corporation Act.
ARTICLE II
SHARES AND TRANSFER THEREOF
2.1 Regulation. The Board of Directors may make such rules and
regulations as it may deem appropriate concerning the issuance, transfer, and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.
2.2 Stock Certificates: Facsimile Signatures and Validation.
(A) Every stockholder shall be entitled to have a
certificate, signed by officers or agents designated by the corporation for the
purpose, certifying the number of shares owned by him in the corporation.
(B) Whenever any certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers or agents of the
corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures.
(C) In the event any officer or officers who shall have
signed, or whose facsimile signature shall have been used on, any certificate
or certificates for stock shall cease to be such officer or officers of the
corporation, whether because of death, resignation or other reason, before such
certificate or certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature shall have been used
thereon, had not ceased to be such officer or officers of the corporation.
2.3 Fractions of Shares: Issuance; Payment of Value or Issuance of
Scrip. The corporation is not obligated to, but may, execute and deliver a
certificate for or including a fraction of a share. In lieu of executing and
delivering a certificate for a fraction of a share, the corporation may, upon
resolution of the Board of Directors:
(A) make payment to any person otherwise entitled to
become a holder of a fractional share, which payment shall be in accordance
with the provisions of the Nevada Business Corporation Act; or
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(B) issue such additional fraction of a share as is
necessary to increase the fractional share to a full share; or
(C) execute and deliver registered or bearer scrip over
the manual or facsimile signature of an officer of the corporation or of its
agent for that purpose, exchangeable as provided on the scrip for full share
certificates, but the scrip does not entitle the holder to any rights as a
stockholder except as provided on the scrip. The scrip may contain any other
provisions or conditions, as permitted by the Nevada Business Corporation Act,
that the corporation, by resolution of the Board of Directors, deems advisable.
2.4 Cancellation of Outstanding Certificates and Issuance of New
Certificates: Order of Surrender; Penalties for Failure to Comply. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificates shall be issued in lieu thereof until the former
certificate for a like number of shares shall have been surrendered and
canceled, except as hereinafter provided with respect to lost, stolen or
destroyed certificates.
When the Articles of Incorporation are amended in any way affecting
the statements contained in the certificates for outstanding shares, or it
becomes desirable for any reason, in the discretion of the Board of Directors,
to cancel any outstanding certificate for shares and issue a new certificate
therefor conforming to the rights of the holder, the Board of Directors may
order any holders of outstanding certificates for shares to surrender and
exchange them for new certificates within a reasonable time to be fixed by the
Board of Directors. Such order may provide that no holder of any such
certificate so ordered to be surrendered shall be entitled to vote or to
receive dividends or exercise any of the other rights of stockholders of record
until he shall have complied with such order, but such order shall only operate
to suspend such rights after notice and until compliance. The duty of surrender
of any outstanding certificates may also be enforced by action at law.
2.5 Consideration for Shares: Types; Adequacy; Effect of Receipt;
Actions of Corporation Pending Receipt in Future.
(A) The Board of Directors may authorize shares to be
issued for consideration consisting of any tangible or intangible property or
benefit to the corporation, including, but not limited to, cash, promissory
notes, services performed, contracts for services to be performed, or other
securities of the corporation.
(B) Before the corporation issues shares, the Board of
Directors must determine that the consideration received or to be received for
the shares to be issued is adequate. The judgment of the Board of Directors as
to the adequacy of the consideration received for the shares issued is
conclusive in the absence of actual fraud in the transaction.
(C) When the corporation receives the consideration for
which the Board of Directors authorized the issuance of shares, the shares
issued therefor are fully paid.
(D) The corporation may place in escrow shares issued
for a contract for future services or benefits or a promissory note, or make
any other arrangements to restrict the transfer of the shares. The corporation
may credit distributions made for the shares against their purchase price,
until the services are performed, the benefits are received or the promissory
note is paid. If the services are
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not performed, the benefits are not received or the promissory note is not
paid, the shares escrowed or restricted and the distributions credited may be
canceled in whole or in part.
2.6 Stockholder's Liability: No Individual Liability Except for
Payment for which Shares were Authorized to be Issued or which was Specified in
Subscription Agreement. Unless otherwise provided in the articles of
incorporation, no stockholder of the corporation is individually liable for the
debts or liabilities of the corporation. A purchaser of shares of stock from
the corporation is not liable to the corporation or its creditors with respect
to the shares, except to pay the consideration for which the shares were
authorized to be issued or which was specified in the written subscription
agreement.
2.7 Lost, Stolen, or Destroyed Certificates. Any stockholder claiming
that his certificate for shares is lost, stolen, or destroyed may make an
affidavit or affirmation of the fact and lodge the same with the Secretary of
the corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation, a new certificate may be issued of the same tenor and representing
the same number of shares as were represented by the certificate alleged to be
lost, stolen or destroyed. The necessity for such bond and the amount required
to be determined by the President and Treasurer of the corporation, unless the
corporation shall have a transfer agent, in which case the transfer agent shall
determine the necessity for such bond and the amount required.
2.8 Transfer of Shares. Subject to the terms of any stockholder
agreement relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein, shares of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by his duly authorized attorney, upon the surrender and
cancellation of a certificate or certificates for a like number of shares. Upon
presentation and surrender of a certificate for shares properly endorsed and
payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the corporation, a
transfer of shares can be made only on the books of the corporation and in the
manner hereinabove provided, and the corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statutes of the State of Nevada.
2.9 Restrictions on Transfer of Shares. A written restriction on the
transfer or registration of transfer of a security of the corporation, if
permitted by the provisions of the Nevada Business Corporation Act, may be
enforced against the holder of the restricted security or any successor or
transferee of the holder.
A restriction on the transfer or registration of transfer of the
securities of the corporation may be imposed either by the Articles of
Incorporation, these Bylaws, or by an agreement among any number of security
holders or between one or more such holders and the corporation. No restriction
so imposed is binding with respect to securities issued prior to the adoption
of the restriction, unless the holders of the securities are parties to an
agreement or voted in favor of the restriction.
2.10 Transfer Agent. Unless otherwise specified by the Board of
Directors by resolution, the Secretary of the corporation shall act as transfer
agent of the certificates representing the shares of stock of the corporation.
He shall maintain a stock transfer book, the stubs of which shall set forth
among other things, the names and addresses of the holders of all issued shares
of the corporation, the number of shares held by each, the certificate numbers
representing such shares, the date of issue of the certificates representing
such shares, and whether or not such shares originate from original issue or
from transfer.
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Subject to Section 3.7, the names and addresses of the stockholders as they
appear on the stubs of the stock transfer book shall be conclusive evidence as
to who are the stockholders of record and as such entitled to receive notice of
the meetings of stockholders; to vote at such meetings; to examine the list of
the stockholders entitled to vote at meetings; to receive dividends; and to
own, enjoy and exercise any other property or rights deriving from such shares
against the corporation. Each stockholder shall be responsible for notifying
the Secretary in writing of any change in his name or address and failure so to
do will relieve the corporation, its directors, officers and agents, from
liability for failure to direct notices or other documents, or pay over or
transfer dividends or other property or rights, to a name or address other than
the name and address appearing on the stub of the stock transfer book.
2.11 Close of Transfer Book and Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or stockholders entitled to receive
payment of any dividend, or in order to make a determination of stockholders
for any other proper purpose, the Board of Directors may prescribe a period not
exceeding sixty (60) days prior to any meeting of the stockholders during which
no transfer of stock on the books of the corporation may be made, or may fix a
day not more than sixty (60) days prior to the holding of any such meeting as
the day as of which stockholders entitled to notice of and to vote at such
meetings shall be determined; and only stockholders of record on such day shall
be entitled to notice or to vote at such meeting. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF
3.1 Stockholders of Record. Only stockholders of record on the books
of the corporation shall be entitled to be treated by the corporation as
holders in fact of the shares standing in their respective names, and the
corporation shall not be bound to recognize any equitable or other claim to, or
interest in, any shares on the part of any other person, firm or corporation,
whether or not it shall have express or other notice thereof, except as
expressly provided by the Nevada Business Corporation Act.
3.2 Meetings. Meetings of stockholders shall be held at the principal
office of the corporation, or at such other place, either within or without the
State of Nevada, as specified from time to time by the Board of Directors. If
the Board of Directors shall specify another location such change in location
shall be recorded on the notice calling such meeting.
3.3 Annual Meeting. The annual meeting of stockholders of the
corporation for the election of directors, and for the transaction of such
other business as may properly come before the meeting, shall be held on such
date, and at such time and place as the Board of Directors shall designate by
resolution. If the election of directors shall not be held within the time
period designated herein for any annual meeting of the stockholders, the Board
of Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as may be convenient. Failure to hold the
annual meeting at the designated time shall not work a forfeiture or
dissolution of the corporation.
3.4 Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman, the Chief Executive Officer, the President, by a majority of the
Board of Directors, or by the person or persons authorized by resolution of the
Board of Directors.
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3.5 Actions at Meetings Not Regularly Called: Ratification and
Approval. Whenever all stockholders entitled to vote at any meeting consent,
either by (i) a writing on the records of the meeting or filed with the
Secretary; or (ii) presence at such meeting and oral consent entered on the
minutes; or (iii) taking part in the deliberations at such meeting without
objection; the doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed. At such meeting any business may be transacted
which is not excepted from the written consent or to the consideration of which
no objection for want of notice is made at the time.
If a meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of the meeting
may be ratified and approved and rendered likewise valid and the irregularity
or defect therein waived by a writing signed by all stockholders having the
right to vote at such meeting.
Such consent or approval of stockholders may be made by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
3.6 Notice of Stockholders' Meeting: Signature; Contents; Service.
(A) The notice of stockholders' meetings shall be in
writing and signed by the Chief Executive Officer, President or a Vice
President, or the Secretary, or the Assistant Secretary, or by such other
person or persons as designated by the Board of Directors. Such notice shall
state the purpose or purposes for which the meeting is called and the time
when, and the place, which may be within or without the State of Nevada, where
it is to be held.
A copy of such notice shall be either delivered personally to, or
shall be mailed postage prepaid to, or shall be sent by telecopy to, each
stockholder of record entitled to vote at such meeting not less than ten (10)
nor more than sixty (60) days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears on the records of the
corporation, and upon such mailing of any such notice the service thereof shall
be complete, and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such
stockholder. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership, shall constitute
delivery of such notice to such corporation, association, or partnership. If
sent by telecopy, it shall be evidenced by proof of transmission to the
intended recipient.
Notice duly delivered or mailed to a stockholder in accordance with
the provisions of this section shall be deemed sufficient, and in the event of
the transfer of his stock after such delivery or mailing and prior to the
holding of the meeting, it shall not be necessary to deliver or mail notice of
the meeting upon the transferee.
(B) Unless otherwise provided in the Articles of
Incorporation or these Bylaws, whenever notice is required to be given, under
any provision of Nevada law or the Articles of Incorporation or Bylaws of the
corporation, to any stockholder to whom:
(i) Notice of two consecutive annual meetings, and
all notices of meetings or of the taking of action by written consent
without a meeting to him during the period between those two
consecutive annual meetings; or
(ii) All, and at least two, payments sent by
first-class mail of dividends or interest on securities during a
twelve (12) month period, have been mailed addressed to him at
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his address as shown on the records of the corporation and have been
returned undeliverable, the giving of further notices to him is not
required. Any action or meeting taken or held without notice to such a
stockholder has the same effect as if the notice had been given. If
any such stockholder delivers to the corporation a written notice
setting forth his current address, the requirement that notice be
given to him is reinstated.
3.7 Waiver of Notice. Whenever any notice whatever is required to be
given to stockholders, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
3.8 Voting Record. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before such meeting of stockholders, a complete record of the stockholders
entitled to vote at each meeting of stockholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The record, for a period of ten (10) days prior to such meeting,
shall be kept on file at the principal office of the corporation, whether
within or without the State of Nevada, and shall be subject to inspection by
any stockholder for any purpose germane to the meeting at any time during usual
business hours. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any stockholder
during the whole time of the meeting for the purposes thereof.
The original stock transfer books shall be the prima facie evidence as
to who are the stockholders entitled to examine the record or transfer books or
to vote at any meeting of stockholders.
3.9 Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of stockholders, except as otherwise provided by the Nevada
Business Corporation Act and the Articles of Incorporation. In the absence of a
quorum at any such meeting, a majority of the shares so represented may adjourn
the meeting from time to time for a period not to exceed sixty (60) days
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The stockholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
3.10 Organization. The Board of Directors shall elect a chairman from
among the directors to preside at each meeting of the stockholders. The Board
of Directors shall elect a secretary to record the discussions and resolutions
of each meeting.
3.11 Manner of Acting. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the stockholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by
statute or by the Articles of Incorporation or these Bylaws.
3.12 Stockholders' Proxies.
(A) At any meeting of the stockholders of the corporation
any stockholder may designate another person or persons to act as a proxy or
proxies. If any stockholder designates two or more persons to act as proxies, a
majority of those persons present at the meeting, or, if only one is present,
then that one has and may exercise all of the powers conferred by the
stockholder upon all of the persons so designated unless the stockholder
provides otherwise.
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(B) Without limiting the manner in which a stockholder
may authorize another person or persons to act for him as proxy pursuant to
subsection (A), the following constitute valid means by which a stockholder may
grant such authority:
(i) A stockholder may execute a writing authorizing
another person or persons to act for him as proxy. Execution may be
accomplished by the signing of the writing by the stockholder or his
authorized officer, director, employee, or agent or by causing the
signature of the stockholder to be affixed to the writing by any
reasonable means, including, but not limited to, a facsimile
signature.
(ii) A stockholder may authorize another person or
persons to act for him as proxy by transmitting or authorizing the
transmission of a telegram, cablegram, or other means of electronic
transmission to the person who will be the holder of the proxy or to a
firm that solicits proxies or like agent who is authorized by the
person who will be the holder of the proxy to receive the
transmission. Any such telegram, cablegram or other means of
electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the
stockholder. If it is determined that the telegram, cablegram, or
other electronic transmission is valid, the persons appointed by the
corporation to count the votes of stockholders and determine the
validity of proxies and ballots or other persons making those
determinations must specify the information upon which they relied.
(C) Any copy, communication by telecopier, or other
reliable reproduction of the writing or transmission created pursuant to
subsection (B), may be substituted for the original writing or transmission for
any purpose for which the original writing or transmission could be used, if
the copy, communication by telecopier, or other reproduction is a complete
reproduction of the entire original writing or transmission.
(D) No such proxy is valid after the expiration of six
(6) months from the date of its creation, unless it is coupled with an
interest, or unless the stockholder specifies in it the length of time for
which it is to continue in force, which may not exceed seven (7) years from the
date of its creation. Subject to these restrictions, any proxy properly created
is not revoked and continues in full force and effect until another instrument
or transmission revoking it or a properly created proxy bearing a later date is
filed with or transmitted to the secretary of the corporation or another person
or persons appointed by the corporation to count the votes of stockholders and
determine the validity of proxies and ballots.
3.13 Voting of Shares. Unless otherwise provided by the Articles of
Incorporation or these Bylaws, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
stockholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.
3.14 Voting by Ballot. Voting on any question or in any election may
be by voice vote unless the presiding officer shall order or any stockholder
shall demand that voting be by ballot.
3.15 Cumulative Voting. No stockholder shall be permitted to cumulate
his votes in the election of directors or for any other matter voted upon by
stockholders.
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3.16 Consent of Stockholders in Lieu of Meeting. Any action required
or permitted to be taken at a meeting of the stockholders may be taken without
a meeting if a written consent thereto is signed by stockholders holding at
least a majority of the voting power, except that:
(A) If any greater proportion of voting power is required
for such action at a meeting, then the greater proportion of written
consents is required; and
(B) This general provision for action by written consent
does not supersede any specific provision for action by written consent
contained in the Articles of Incorporation, these Bylaws, or the Nevada
Business Corporation Act.
In no instance where action is authorized by written consent need a
meeting of stockholders be called or notice given. The written consent must be
filed with the minutes of the proceedings of the stockholders.
3.17 Maintenance of Records at Registered Office; Inspection and
Copying of Records.
(A) The corporation shall keep a copy of the following
records at its registered office:
(i) a copy certified by the Nevada Secretary of
State of its Articles of Incorporation, and all amendments thereto;
(ii) a copy certified by an officer of the
corporation of its Bylaws and all amendments thereto; and
(iii) a stock ledger or a duplicate stock ledger,
revised annually, containing the names, alphabetically arranged, of all
persons who are stockholders of the corporation, showing their places
of residence, if known, and the number of shares held by them
respectively. In lieu of the stock ledger or duplicate stock ledger,
the corporation may keep a statement setting out the name of the
custodian of the stock ledger or duplicate stock ledger, and the
present and complete post office address, including street and number,
if any, where the stock ledger or duplicate stock ledger specified in
this section is kept.
(B) The corporation shall maintain the records required
by subsection (A) in written form or in another form capable of conversion into
written form within a reasonable time.
(C) Any person who has been a stockholder of record of
the corporation for at least six (6) months immediately preceding his demand,
or any person holding, or thereunto authorized in writing by the holders of, at
least five (5) percent of all of its outstanding shares, upon at least five (5)
days' written demand is entitled to inspect in person or by agent or attorney,
during usual business hours, the stock ledger or duplicate stock ledger,
whether kept in the registered office of the corporation in Nevada or
elsewhere, and to make extracts therefrom. Holders of voting trust certificates
representing shares of the corporation must be regarded as stockholders for the
purpose of this subsection.
(D) An inspection authorized by subsection (C) may be
denied to a stockholder or other person upon his refusal to furnish to the
corporation an affidavit that the inspection is not desired for a purpose which
is in the interest of a business or object other than the business of the
corporation and that he has not at any time sold or offered for sale any list
of stockholders of any domestic or foreign
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corporation or aided or abetted any person in procuring any such record of
stockholders for any such purpose.
(E) In every instance where an attorney or other agent
of the stockholder seeks the right of inspection, the demand must be
accompanied by a power of attorney executed by the stockholder authorizing the
attorney or other agent to inspect on behalf of the stockholder.
(F) The right to copy records under subsection (C)
includes, if reasonable, the right to make copies by photographic, photocopy,
or other means.
(G) The corporation may impose a reasonable charge to
recover the costs of labor and materials and the cost of copies of any
documents provided to the stockholder.
ARTICLE IV
DIRECTORS
4.1 Board of Directors. The business and affairs of the corporation
shall be managed by a board of not less than one (1) nor more than seven (7)
directors who shall be natural persons of at least eighteen (18) years of age
but who need not be stockholders of the corporation or residents of the State
of Nevada and who shall be elected at the annual meeting of stockholders or
some adjournment thereof. Each director shall hold office until the next
succeeding annual meeting of stockholders and until his successor shall have
been elected and shall qualify or until his death or until he shall resign or
shall have been removed. The Board of Directors may increase or decrease the
number of directors by resolution.
4.2 General Powers. The business and affairs of the corporation shall
be managed by the Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders. The directors shall pass upon any and
all bills or claims of officers for salaries or other compensation and, if
deemed advisable, shall contract with officers, employees, directors,
attorneys, accountants, and other persons to render services to the
corporation.
Any contract or conveyance, otherwise lawful, made in the name of the
corporation, which is authorized or ratified by the Board of Directors, or is
done within the scope of the authority, actual or apparent, given by the Board
of Directors, binds the corporation, and the corporation acquires rights
thereunder, whether the contract is executed or is wholly or in part executory.
4.3 Regular Meetings. A regular, annual meeting of the Board of
Directors shall be held at the same place as, and immediately after, the annual
meeting of stockholders, and no notice shall be required in connection
therewith. The annual meeting of the Board of Directors shall be for the
purpose of electing officers and the transaction of such other business as may
come before the meeting. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Nevada, for the holding
of additional regular meetings without other notice than such resolution.
4.4 Special Meetings. Special meetings of the Board of Directors or
any committee thereof may be called by or at the request of the Chairman, Chief
Executive Officer, President or any two directors or, in the case of a
committee, by any member of that committee. The person or persons authorized to
call special meetings of the Board of Directors or committee may fix any place,
either within or without the State of Nevada, the date, and the hour of the
meeting and the business proposed to
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be transacted at the meeting as the place for holding any special meeting of
the Board of Directors or committee called by them.
4.5 Actions at Meetings Not Regularly Called: Ratification and
Approval. Whenever all directors entitled to vote at any meeting consent,
either by (i) a writing on the records of the meeting or filed with the
Secretary; or (ii) presence at such meeting and oral consent entered on the
minutes; or (iii) taking part in the deliberations at such meeting without
objection; the doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed. At such meeting any business may be transacted
which is not excepted from the written consent or to the consideration of which
no objection for want of notice is made at the time.
If a meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of the meeting
may be ratified and approved and rendered likewise valid and the irregularity
or defect therein waived by a writing signed by all directors having the right
to vote at such meeting.
4.6 Notice of Directors' Meetings. Written notice of any special
meeting of the Board of Directors or any committee thereof shall be given as
follows:
(A) By mail to each director at his business address at least
three (3) days prior to the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid;
(B) By personal delivery or telegram at least twenty-four
(24) hours prior to the meeting to the business address of each
director, or in the event such notice is given on a Saturday, Sunday,
or holiday, to the residence address of each director. If notice be
given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company; or
(C) By telecopy providing proof of transmission to the
intended recipient.
Such notice shall state the place, date, and hour of the meeting and
the business proposed to be transacted at the meeting.
4.7 Waiver of Notice. Whenever any notice whatever is required to be
given to directors, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
4.8 Quorum. Unless the Articles of Incorporation or these Bylaws
provide for a different proportion, a majority of the number of directors then
holding office or, in the case of a committee, then constituting such
committee, at a meeting duly assembled is necessary to constitute a quorum for
the transaction of business, but a smaller number may adjourn from time to time
without further notice, until a quorum is secured.
4.9 Organization. The Board of Directors shall elect a chairman from
among the directors to preside at each meeting of the Board of Directors and
committee thereof. The Board of Directors or committee shall elect a secretary
to record the discussions and resolutions of each meeting.
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4.10 Manner of Acting. The act of directors holding a majority of the
voting power of the Board of Directors or, in the case of a committee of the
Board of Directors, present at a meeting at which a quorum is present, shall be
the act of the Board of Directors, unless the act of a greater number is
required by the Nevada Business Corporation Act or by the Articles of
Incorporation or these Bylaws.
4.11 Participation by Telephone or Similar Method. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, members of the
Board of Directors or any committee designated by the Board of Directors may
participate in a meeting of such board or committee by means of a telephone
conference or similar method of communication by which all persons
participating in the meeting can hear and converse with each other.
Participation in a meeting pursuant to this section constitutes presence in
person at such meeting. Each person participating in the meeting shall sign the
minutes thereof. The minutes may be signed in counterparts.
4.12 Consent of Directors in Lieu of Meeting. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, 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, before or after the
action, a written consent thereto is signed by all the members of the board or
such committee. Such written consent shall be filed with the minutes of
proceedings of the board or committee.
4.13 Vacancies.
(A) Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office,
and shall hold such office until his successor is duly elected and shall
qualify. Any directorship to be filled by reason of an increase in the number
of directors shall be filled by the affirmative vote of a majority of the
directors then in office, though less than a quorum, or by an election at an
annual meeting, or at a special meeting of stockholders called for that
purpose. A director chosen to fill a position resulting from an increase in the
number of directors shall hold office only until the next election of directors
by the stockholders, and until his successor shall be elected and shall
qualify.
(B) Unless otherwise provided in the Articles of
Incorporation, when one or more directors give notice of his or their
resignation to the board, effective at a future date, the board may fill the
vacancy or vacancies to take effect when the resignation or resignations become
effective, each director so appointed to hold office during the remainder of
the term of office of the resigning director or directors.
4.14 Compensation. By resolution of the Board of Directors and
irrespective of any personal interest of any of the members, each director may
be paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
4.15 Removal of Directors. Any director may be removed from office by
the vote of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding stock entitled to voting power, except that
the Articles of Incorporation may require the concurrence of a larger
percentage of the stock entitled to voting power in order to remove a director.
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4.16 Resignations. A director of the corporation may resign at any
time by giving written notice to the Board of Directors, President or Secretary
of the corporation. The resignation shall take effect upon the date of receipt
of such notice, or at such later time specified therein. The acceptance of such
resignation shall not be necessary to make it effective, unless the resignation
requires such acceptance to be effective.
ARTICLE V
OFFICERS
5.1 Number. The officers of the Corporation shall be a President, a
Secretary and a Treasurer, all of whom shall be elected by the Board of
Directors. In addition, the Board of Directors may elect a Chairman, a Chief
Executive Officer, one or more Vice Presidents, Assistant Secretaries or
Assistant Treasurers, and such other subordinate officers as they shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary.
5.2 Election and Term of Office. The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after the annual
meeting of the stockholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as practicable.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided. The officers of the
corporation shall be natural persons of the age of eighteen years or older.
5.3 Removal and Resignation. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors, for cause or without cause, whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights. Any officer may resign at any time by giving
written notice of his or her resignation to the President or to the Secretary,
and acceptance of such resignation shall not be necessary to make it effective,
unless the notice so provides.
5.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term. In the event of absence or
inability of any officer to act, the Board of Directors may delegate the powers
or duties of such officer to any other officer, director, or person whom it may
select.
5.5 Powers, Duties and Functions. The officers of the corporation
shall exercise and perform the respective powers, duties and functions as are
stated below, and as may be assigned to them by the Board of Directors.
(A) Chairman. The Board of Directors may appoint a Chairman
as an officer of the corporation. The Chairman shall preside at all
meetings of shareholders and of the Board of Directors and shall be
the officer primarily responsible for pursuing financing for the
corporation. The Chairman shall also perform such other functions and
duties as the Board of Directors may prescribe from time to time.
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(B) Chief Executive Officer. The Board of Directors may
appoint a Chief Executive Officer ("CEO"). The CEO shall be the
officer primarily responsible for developing and implementing the
evolving business plan of the corporation, and shall oversee and
supervise the other officers, except the Chairman, if any, who shall
report directly to the Board of Directors. In the absence or
non-election of a Chairman, the CEO shall preside at all meetings of
shareholders and of the Board of Directors. The CEO may execute
contracts, deeds and other instruments on behalf of the corporation as
is necessary and appropriate, and shall also perform such other
functions and duties as the Board of Directors may prescribe from time
to time.
(C) President. The President shall be the chief executive
officer of the corporation unless a separate CEO has been appointed by
the Board of Directors in accordance with this Article. Subject to the
direction and control of the Board of Directors, the President shall
be responsible for the general and active management of the business
and day-to-day operations of the corporation and shall see that all
orders and resolutions of the Board of Directors are carried into
effect. In the absence or non-election of a Chairman of CEO, the
President shall preside at all meetings of shareholders and of the
Board of Directors. In the absence or non-election of a CEO, the
President may execute contracts, deeds and other instruments that the
Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other officer or
agent of the corporation, or shall be required by law to be otherwise
signed or executed. The President shall also perform such additional
functions and duties as the Board of Directors or the CEO, if a
separate CEO has been appointed, may prescribe from time to time.
(D) Vice President. The Vice President, or, if there shall be
more than one, the Vice Presidents in the order determined by the
Board of Directors, shall be the officer(s) next in seniority after
the President and the CEO, if one has been appointed by the Board of
Directors. Each Vice President shall also perform such duties and
exercise such powers as are appropriate and as are prescribed by the
Board of Directors or President. Upon the death, absence or disability
of the President, the Vice President, or if there shall be more than
one, the Vice Presidents in the order determined by the Board of
Directors, shall perform the duties and exercise the powers of the
President.
(E) Secretary. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings
of the Board of Directors, keep the minutes of such meetings, have
charge of the corporate seal and stock records, be responsible for the
maintenance of all corporate records and files and the preparation and
filing of reports to governmental agencies, other than tax returns,
have authority to affix the corporate seal to any instrument requiring
it (and, when so affixed, it may be attested by his or her signature),
and perform such other functions and duties as are appropriate and
customary for the office of Secretary as the Board of Directors or the
President may prescribe from time to time.
(F) Assistant Secretary. The Assistant Secretary, or if there
shall be more than one, the Assistant Secretaries in order determined
by the Board of Directors or the President, shall in the death,
absence, or disability of the Secretary or in case such duties are
specifically delegated to him by the Board of Directors, President or
Secretary, perform the duties and exercise the powers of the Secretary
and shall, under the supervision of the Secretary, perform such other
duties and have such other powers as may be prescribed from time to
time by the Board of Directors or the President.
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(G) Treasurer. The Treasurer shall have control of the funds
and the care and custody of all stocks, bonds, and other securities
owned by the corporation; shall receive all moneys paid to the
corporation, and shall have authority to give receipts and vouchers,
to sign and endorse checks and warrants in the name of the corporation
and on its behalf, and give full discharge for the same; and shall
have charge of disbursement of the funds of the corporation, shall
keep full and accurate records of the receipts and disbursements, and
shall deposit all moneys and other valuable effects in the name and to
the credit of the corporation in such depositories as shall be
designated by the Board of Directors. He or she shall perform such
other duties and have such other powers as are appropriate and
customary for the office of Treasurer as the Board of Directors or
President may prescribe from time to time.
(H) Assistant Treasurer. The Assistant Treasurer, or, if
there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors or the President, shall, in the
death, absence, or disability of the Treasurer or in case such duties
are specifically delegated to him or her by the Board of Directors,
President or Treasurer, perform the duties and exercise the powers of
the Treasurer, and shall, under the supervision of the Treasurer,
perform such other duties and have such other powers as the Board of
Directors or the President may prescribe from time to time.
5.6 Compensation. All officers of the corporation may receive salaries
or other compensation if so ordered and fixed by the Board of Directors. The
Board of Directors shall have authority to fix salaries and other compensation
in advance for stated periods or render the same retroactive as the Board of
Directors may deem advisable. No officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the corporation.
5.7 Bonds. If the Board of Directors by resolution shall so require,
any officer or agent of the corporation shall give bond to the corporation in
such amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices.
ARTICLE VI
PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY
6.1 Exercise of Powers and Performance of Duties by Directors and
Officers. Directors and officers of the corporation shall exercise their
powers, including, in the case of directors, powers as members of any committee
of the board upon which they may serve, in good faith, in a manner he
reasonably believes to be in the best interests of the corporation, and with
such care as an ordinarily prudent person in a like position would use under
similar circumstances. In performing their respective duties, directors and
officers shall be entitled to rely on information, opinions, reports books of
account or statements, including financial statements and other financial data,
in each case prepared or presented by persons and groups listed in subsections
(A), (B) and (C) of this section; but a director or officer shall not be
entitled to rely on such information if he has knowledge concerning the matter
in question that would cause such reliance to be unwarranted. Those persons and
groups on whose information, opinions, reports, and statements a director or
officer is entitled to rely upon are:
(A) One or more officers or employees of the corporation
whom the director or officer reasonably believes to be reliable and competent
in the matters prepared or presented;
Page 14
(B) Counsel, public accountants, or other persons as to
matters which the director or officer reasonably believes to be within such
persons' professional or expert competence; or
(C) A committee of the board upon which he does not
serve, duly established in accordance with the provisions of the Articles of
Incorporation or these Bylaws, as to matters within its designated authority
and matters on which committee the director or officer reasonably believes to
merit confidence.
6.2 Restrictions on Transactions Involving Interested Directors or
Officers; Compensation of Directors.
(A) No contract or other transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any corporation, firm, or association in which one or more of
its directors or officers are directors or officers or are financially
interested, is void or voidable solely for this reason or solely because any
such director or officer is present at the meeting of the Board of Directors or
a committee thereof that authorizes or approves the contract or transaction, or
because the vote or votes of common or interested directors are counted for
that purpose, if the circumstances specified in any of the following paragraphs
exist:
(i) The fact of the common directorship, office or
financial interest is disclosed or known to the Board of Directors or
committee and noted in the minutes, and the board or committee
authorizes, approves, or ratifies the contract or transaction in good
faith by a vote sufficient for the purpose without counting the vote
or votes of the common or interested director or directors.
(ii) The fact of the common directorship, office or
financial interest is disclosed or known to the stockholders, and they
approve or ratify the contract or transaction in good faith by a
majority vote of stockholders holding a majority of the voting power.
The votes of the common or interested directors or officers must be
counted in any such vote of stockholders.
(iii) The fact of the common directorship, office or
financial interest is not disclosed or known to the director or
officer at the time the transaction is brought before the Board of
Directors of the corporation for action.
(iv) The contract or transaction is fair as to the
corporation at the time it is authorized or approved.
(B) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof that authorizes, approves, or ratifies a contract or transaction, and
if the votes of the common or interested directors are not counted at the
meeting, then a majority of the disinterested directors may authorize, approve,
or ratify a contract or transaction.
6.3 Indemnification of Officers, Directors, Employees and Agents;
Advancement of Expenses.
(A) The corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding,
Page 15
whether civil, criminal, administrative, or investigative, except an action by
or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys' fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with the
action, suit, or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
(B) The corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation. Indemnification may not be made for any claim, issue, or
matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
(C) To the extent that a director, officer, employee, or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in subsections (A) and
(B), or in defense of any claim, issue, or matter therein, he must be
indemnified by the corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense.
(D) Any indemnification under subsections (A) and (B),
unless ordered by a court or advanced pursuant to subsection (E), must be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee, or agent is proper in
the circumstances. The determination must be made:
(i) By the stockholders;
(ii) By the Board of Directors by majority vote of a
quorum consisting of directors who were not parties to the act, suit
or proceeding;
(iii) If a majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or
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(iv) If a quorum consisting of directors who were
not parties to the act, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
(E) The Articles of Incorporation, these Bylaws, or an
agreement made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit, or proceeding
must be paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit, or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any
contract or otherwise by law.
(F) The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under the Articles of Incorporation or any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise, for
either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to subsection (B) or for the advancement
of expenses made pursuant to subsection (E), may not be made to or on
behalf of any director or officer if a final adjudication establishes
that his acts or omissions involved intentional misconduct, fraud, or
a knowing violation of the law and was material to the cause of
action.
(ii) Continues for a person who has ceased to be a
director, officer, employee or agent and inures to the benefit of the
heirs, executors, and administrators of such a person.
ARTICLE VII
DIVIDENDS; FINANCE
7.1 Dividends. The Board of Directors from time to time may declare
and the corporation may pay dividends on its outstanding shares upon the terms
and conditions and in the manner provided by the Nevada Business Corporation
Act and the Articles of Incorporation.
7.2 Reserve Funds. The Board of Directors, in its discretion, may set
aside from time to time, out of the net profits or earned surplus of the
corporation, such sum or sums as it deems expedient as a reserve fund to meet
contingencies, for equalizing dividends, for maintaining any property of the
corporation, and for any other purpose.
7.3 Banking. The moneys of the corporation shall be deposited in the
name of the corporation in such bank or banks or trust company or trust
companies, as the Board of Directors shall designate, and may be drawn out only
on checks signed in the name of the corporation by such person or persons as
the Board of Directors, by appropriate resolution, may direct. Notes and
commercial paper, when authorized by the Board of Directors, shall be signed in
the name of the corporation by such officer or officers or agent or agents as
shall be authorized from time to time.
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ARTICLE VIII
CONTRACTS, LOANS, AND CHECKS
8.1 Execution of Contracts. Except as otherwise provided by statute or
by these Bylaws, the Board of Directors may authorize any officer or agent of
the corporation to enter into any contract, or execute and deliver any
instrument in the name of, and on behalf of the corporation. Such authority may
be general or confined to specific instances. Unless so authorized, no officer,
agent, or employee shall have any power to bind the corporation for any
purpose, except as may be necessary to enable the corporation to carry on its
normal and ordinary course of business.
8.2 Loans. No loans shall be contracted on behalf of the corporation
and no negotiable paper or other evidence of indebtedness shall be issued in
its name unless authorized by the Board of Directors. When so authorized, any
officer or agent of the corporation may effect loans and advances at any time
for the corporation from any bank, trust company, or institution, firm,
corporation, or individual. An agent so authorized may make and deliver
promissory notes or other evidence of indebtedness of the corporation and may
mortgage, pledge, hypothecate, or transfer any real or personal property held
by the corporation as security for the payment of such loans. Such authority,
in the Board of Directors' discretion, may be general or confined to specific
instances.
8.3 Checks. Checks, notes, drafts, and demands for money or other
evidence of indebtedness issued in the name of the corporation shall be signed
by such person or persons as designated by the Board of Directors and in the
manner prescribed by the Board of Directors.
8.4 Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be the year adopted by
resolution of the Board of Directors.
ARTICLE X
CORPORATE SEAL
The Board of Directors may provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "CORPORATE SEAL."
ARTICLE XI
AMENDMENTS
Any Article or provision of these Bylaws may be altered, amended or
repealed, and new Bylaws may be adopted by a majority of the directors present
at any meeting of the Board of Directors of the corporation at which a quorum
is present.
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ARTICLE XII
COMMITTEES
12.1 Appointment. The Board of Directors by resolution adopted by a
majority of the full Board, may designate one or more committees, which, to the
extent provided in the resolution or resolutions or in these Bylaws, have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation, and may have power to authorize the
seal of the corporation to be affixed to all papers on which the corporation
desires to place a seal. The designation of such committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or
any member thereof, of any responsibility imposed by law.
12.2 Name. The committee or committees must have such name or names as
may be stated in these Bylaws or as may be determined from time to time by
resolution adopted by the Board of Directors.
12.3 Membership. Each committee must include at least one director.
Unless the Articles of Incorporation or these Bylaws provide otherwise, the
Board of Directors may appoint natural persons who are not directors to serve
on committees.
12.4 Procedure. A committee shall elect a presiding officer from its
members and may fix its own rules of procedure which shall not be inconsistent
with these Bylaws. It shall keep regular minutes of its proceedings and report
the same to the Board of Directors for its information at the meeting thereof
held next after the proceedings shall have been taken.
12.5 Meetings. Regular meetings of a committee may be held without
notice at such time and places as the committee may fix from time to time by
resolution. Provisions relating to the call of special meetings, notice
requirements for special meetings, waiver of notice, quorum requirements
relating to meetings, and method of taking action by a committee, are provided
in Article IV hereof.
12.6 Vacancies. Any vacancy in a committee may be filled by a
resolution adopted by a majority of the full Board of Directors.
12.7 Resignations and Removal. Any member of a committee may be
removed at any time with or without cause by resolution adopted by a majority
of the full Board of Directors. Any member of a committee may resign from such
committee at any time by giving written notice to the President or Secretary of
the corporation, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
[CERTIFICATION PAGE FOLLOWS]
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CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of 20 pages,
including this page, constitute the Bylaws of Integral Technologies, Inc., as
restated and adopted by the Board of Directors of the corporation effective as
of December 31, 1997.
/s/ William A. Ince
--------------------------------
William A. Ince, Secretary
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