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BYLAWS OF..........................
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ARTICLE I. MEETING
Section 1. Annual Meeting. The annual meeting of the Shareholders of this
Corporation shall be held on September 2
of each year or at such other time and place designated by the Board of
Directors of the Corporation. Business transacted at the annual meeting
shall include the election of Directors of the Corporation. If the
designated day shall fall on a Sunday or legal holiday, then the meeting
shall be held on the first business day thereafter.
Section 2. Special Meetings. Special meetings of the Shareholders shall be
held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than a majority of all the
shares entitled to vote at the meeting. A meeting requested by
Shareholders shall be called for a date not less than ten (10) nor more
than sixty (60) days after request is made, unless the Shareholders
requesting the meeting designate a later date. The call for the meeting
shall be issued by the Secretary, the President, a majority of
Shareholders, the Board of Directors, or such other person as designated
by any of the same.
Section 3. Place. Meetings of Shareholders shall be held at the principal
place of business of the Corporation, the law office representing the
Corporation or at such other place as may be designated by the Board of
Directors.
Section
4. Notice. Written notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by first
class mail, by or at the direction of the President, the Secretary or the
officer or persons calling the meeting, to each Shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, prepaid and
addressed to the Shareholder at his address as it appears on the stock
transfer books of the Corporation.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, any business may be transacted that might have been
transacted on the original date of the meeting. However, if after the
adjournment the Board of Directors fixes a new record date for the
adjournment meeting, a notice of the adjourned meeting shall be given as
provided in this Article to each Shareholder of record.
Section 6. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of Shareholders. If a quorum
is present, the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be the act
of the Shareholders, unless otherwise provided
by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of Shareholders.
Section 8. Proxies. A Shareholder may vote either in person or by proxy
executed in writing by the Shareholder or his duly authorized
attorney-in-fact. No proxy shall be valid eleven (11) months from the date
thereof unless otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action required
by law, these Bylaws, or the Articles of Incorporation of the Corporation
to be taken at any annual or special meeting of Shareholders, or any
action which may be taken at any annual or special meeting of
Shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon
were present and voted, as is provided by law.
ARTICLE II. DIRECTORS
Section 1. Function. The Board of Directors shall exercise its power and
authority to manage the business and affairs of the Corporation.
Section 2. Qualification. Directors need not be residents of this state
and Shareholders of this Corporation.
Section 3. Compensation. The Board of Directors shall have authority to
fix the compensation of Directors.
Section 4. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless he votes against such action or
abstains
ARTICLE III. OFFICERS
Section 1. Officers. The Officers of this Corporation shall consist of a
President, Vice President, Secretary and a Treasurer, each of whom shall
be elected by the Board of Directors. Such other Officers and assistant
Officers and Agents as may be deemed necessary may be elected or appointed
by the Board of Directors from time to time. Any two or more offices may
be held by the same person.
Section 2. Duties. The Officers of this Corporation shall have the
following duties:
(1) The
President shall be the chief executive officer of the Corporation, shall
have the general and active management of the business and affairs of the
Corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the Shareholders and Board of Directors.
(2) The Vice President(s), in the order designated by the Board of
Directors, or lacking such a designation by the President, shall, in the
absence of the President, perform the duties and exercise the powers of
the President and shall perform such other duties as may be prescribed by
the Board of Directors or the President.
(3) The Secretary shall have custody of and maintain all of the corporate
records except the financial records and shall, as requested, record the
minutes of all meetings of the Shareholders and Board of Directors, send
all notices of all meetings and perform such other duties as may be
prescribed by the Board of Directors or the President.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation shall be
entitled to have a Certificate representing all shares to which he is
entitled. No Certificate shall be issued for any share until such share is
fully paid.
Section 2. Form. Certificates representing shares in this Corporation
shall be signed by the President and the Secretary or an Assistant
Secretary and may be sealed with the Seal of this Corporation or a
facsimile thereof.
Section
3. Transfer of Stock. The Corporation shall register a Stock Certificate
presented to it for transfer if the Certificate is properly endorsed by
the holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder
shall claim to have lost or destroyed a Certificate of shares issued, upon
the making of an affidavit of the fact by the person claiming the
Certificate of stock to be lost, stolen or destroyed, and, at the
discretion of the Board of Directors, upon the deposit of a bond or other
indemnity in such amount and with such sureties,
if any, as the Board may reasonably require, the Board of Directors may
direct a new Certificate or Certificates to be issued in place of any
Certificate or Certificates theretofore issued by the Corporation.
ARTICLE V. AMENDMENT
These Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted, by a majority of the members of the Board of Directors making
such resolution; and, thereafter, submitting the said altered, amended,
repealed and new Bylaws to a specially called Shareholders meeting, at
which meeting a majority of the Shareholders entitled to vote, represented
in person or by proxy, shall have approved or disapproved.
The foregoing Bylaws were adopted by a majority of the Shareholders of the
Corporation at its principal Shareholders meeting held on
September 14.
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