Annual Report — Form 10-K Filing Table of Contents
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1: 10-K Annual Report HTML 1.40M
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 67K
4: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 34K
5: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 173K
6: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 62K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 21K
7: EX-21.1 Subsidiaries of the Registrant HTML 18K
8: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K
9: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K
10: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 10K
11: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 10K
EX-3.19 — Articles of Incorporation/Organization or By-Laws
Section 1.Principal Office. The principal office for the transaction of
the business of the corporation shall be located in Las Vegas, County of Clark,
State of Nevada. The Board of Directors is hereby granted full power and
authority to change the principal office from time to time from one location to
another in said county.
Section 2.Other Offices. Branches or subordinate offices may at any
time be established by the Board of Directors at any place or places where the
corporation is qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDER
Section 1.Place of Meetings. All meetings of shareholders shall be held
either at the principal office of the corporation or at any other place within
or outside of the State of Nevada which may be designated either by the Board
of Directors pursuant to authority hereinafter granted to said Board or by the
written consent of all shareholders entitled to vote thereat given either
before or after the meeting and filed with the secretary of the corporation.
Section 2.Annual Meetings. The annual meeting of shareholders shall be
held on the 15th of January of each year at 10:00 o’clock a.m., except as
otherwise may be determined by the Board of Directors, provided, however, that
should said day fall upon a Saturday, a Sunday, or a legal holiday, then any
such annual meeting of shareholders shall be held at the same time and place on
the next day thereafter ensuing which is not a Saturday, Sunday, or legal
holiday. At such meetings, directors shall be elected, reports of the affairs
of the corporation shall be considered, and any other business may be
transacted which is within the powers of the shareholder.
Section 3.Special Meetings. Special meetings of the shareholders for
any purpose or purposes whatsoever may be called at any time by the President,
the Secretary, the Board of Directors, or by one or more shareholders holding
one half (1/2) of the voting power of the corporation. Except in special cases
where other express provision is made by statute, notice of such special
meetings shall be given as provided for herein. Notices of any special meeting
shall specify in addition to the place, day, and hour of such meeting, the
purpose of the meeting. Unless all shareholders are present and consent, the
business conducted at a special meeting of shareholders shall be limited to the
noticed purposes.
Section 4.Notices of Meetings. Written notice of any meeting shall be
given to each shareholder entitled to vote either personally or by mail or
other means of written communication, charges prepaid, addressed to such
shareholder at his address appearing on the books of the corporation or given
by him to the corporation for the purpose of notice. If a shareholder gives no
address, notice shall be deemed to have been given if sent by mail or other
means of written communication addressed to the place where the principal
office of the corporation is situated or if published at least once in some
newspaper of general circulation in the county in which said principal office
is located. All such notices shall be sent to each shareholder entitled thereto
not less than ten (10) nor more than sixty (60) days before each annual
meeting, shall specify the place, the day, and the hour of such meeting, and
shall state such other matters, if any, as may be expressly required by
statute.
Section 5.Adjourned Meetings and Notice
Thereof. Any
shareholders meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares
represented at the meeting, the holders of which are either present in person
or represented by proxy thereat. In the absence of a quorum, no other business
may be transacted at such meeting.
When any shareholders
meeting, either annual or special, is adjourned for thirty (30) days or more,
notice of the adjourned meeting shall be given as in the case of an original
meeting. Save as aforesaid, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting other
than by announcement at the meeting at which such adjournment is taken.
Section 6.Voting. Unless a record date for voting purposes be
fixed as provided in Section 1 of Article V of these Bylaws, then, but subject
to the provisions of Nevada Revised Statutes §78.350, only persons in whose
names shares entitled to vote standing on the stock records of the corporation
on the day thirty (30) days prior to any meeting of shareholders shall be
entitled to vote at such meeting. Such vote may be viva voce or by ballot,
provided, however, that all elections for directors must be by ballot upon
demand made by a shareholder at any election and before the voting begins. Each
outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders unless otherwise
specifically required by law, the Articles of Incorporation, or the Bylaws of
this corporation. The majority vote of all shares represented at the meeting
entitled to vote on the subject matter shall be the act of the shareholders
unless a greater number of votes is otherwise required by the laws of the State
of Nevada or the Articles or Bylaws of this corporation provided a quorum is
present at the meeting.
Section 7.Quorum. The presence in person or by proxy of
persons entitled to vote a majority of the voting shares at any meeting shall
constitute a quorum for the transaction of business. The shareholders present
at a duly called or held meeting at which a quorum is present may continue to
do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 8.Consent of Absentees. The transactions of any meeting of
shareholders, either annual or special, however called and noticed, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum be present either in person or by proxy and if
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either before or after the meeting each of the shareholders entitled to
vote, not present in person or by proxy, signs a written waiver of notice or a
consent to the holding of such meeting or an approval of the minutes thereof. All
such waivers, consents, or approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.
Section 9.Proxies. As provided in Nevada Revised Statutes,
§78.355, every person entitled to vote shall have the right to do so either in
person or by one or more agents authorized by a written proxy executed by such
person or his duly authorized agent and filed with the secretary of the
corporation, provided that no such proxy shall be valid after the expiration of
six (6) months from the date of its execution unless coupled with an interest
or unless the person executing it specifies therein the length of time for
which such proxy is to continue in force, which in no case shall exceed seven
(7) years from the date of its execution.
Section 10.Action by Consent. Any action that may be taken by a vote of
the shareholders at a meeting may be taken without a meeting if authorized by
the written consent of a majority of the shareholders holding voting power
unless the provisions of the statutes or of the Articles require a greater
proportion of voting power in which case such greater proportion of written
consents shall be required.
ARTICLE III
DIRECTORS
Section 1.Powers. Subject to limitation of the Articles of
Incorporation, the Bylaws, and Chapter 78 of the Nevada Revised Statutes as to
actions which shall be authorized or approved by the shareholders, and subject
to the duties of the directors as prescribed by the Bylaws, all corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be controlled by, the Board of Directors. Without
prejudice to such general powers but subject to the same limitations, it is
hereby expressly declared that the directors shall have the following powers:
First: To
select and remove all the other officers, agents, and employees of the
corporation, prescribe such powers and duties for them as may not be
inconsistent with law or with the Articles of Incorporation or the Bylaws, fix
their compensation, and require from them security for faithful service.
Second: To
conduct, manage, and control the affairs and business of the corporation and to
make such rules and regulations therefor not inconsistent with law or with the
Articles of Incorporation or the Bylaws as they may deem best.
Third: To
change from time to time the principal office for the transaction of the
business of the corporation from one location to another within the same county
as provided in Article I, Section 1 hereof; to fix and locate from time to time
one or more subsidiary offices of the corporation within or without the State
of Nevada as provided in Article I, Section 1 hereof; to designate any place
within or without the State of Nevada for the holding of any shareholders meeting
or meetings; and to adopt, make, and use a corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of
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such seal and of such
certificates from time to time as in their judgment they may deem best,
provided such seal and such certificates shall at all times comply with the
provisions of law.
Fourth: To
authorize the issuance of shares of stock of the corporation from time to time
upon such terms and for such consideration as may be lawful.
Fifth: To
borrow money and incur indebtedness for the purposes of the corporation and to
cause to be executed and delivered therefor in the corporation name promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations,
or other evidence of debt and securities therefor.
Sixth: To
appoint an executive committee and other committees and to delegate to the
executive committee any of the powers and authority of the Board in the
management of the business and affairs of the corporation except the power to
declare dividends and to adopt, amend, or repeal the Bylaws. The executive
committee shall be composed of two (2) or more directors.
Section 2.Number and Qualification of
Directors. The
authorized number of directors of the corporation shall be one (1). The number
of directors may from time to time be increased to not more than five (5), or
decreased to not less than one (1) by action of the Board of Directors.
Section 3.Election and Term of Office. The directors shall be elected at each
annual meeting of shareholders, but if any such annual meeting is not held or
the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders held for that purpose. As provided in Nevada
Revised Statutes, Section 78.340, all directors shall hold office until their
respective successors are elected.
Section 4.Vacancies. Vacancies in the Board of Directors may be
filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, and each director so elected shall hold office
until his successor is elected at an annual or special meeting of the
shareholders.
A vacancy or vacancies in
the Board of Directors shall be deemed to exist in case of the death,
resignation, or removal of any director, or if the authorized number of
directors be increased, or if the shareholders fail at any annual or special
meeting of shareholders at which any director or directors are elected to elect
the full authorized number of directors to be voted for at that meeting.
The shareholders may elect a
director or directors at any time to fill any vacancy or vacancies not filled
by the directors. If the Board of Directors accepts the resignation of a
director tendered to take effect at a future time, the Board or the
shareholders shall have the power to elect a successor to take office when the
resignation is to become effective.
No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his term of office.
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Section 5.Place of Meeting. Meetings of the Board of Directors shall be
held at any place within or without the State of Nevada which has been designated
from time to time by resolution of the Board or by written consent of all
members of the Board. In the absence of such designation, meetings shall be
held at the principal office of the corporation.
Section 6.Annual Meetings. Immediately following each annual meeting
of shareholders as provided in Article II, Section 2, the Board of Directors
shall hold a regular meeting for the purpose of organization, election of
officers, and the transaction of other business. Notice of such meeting is
hereby dispensed with.
Section 7.Other Regular Meetings. Regular meetings of the Board of Directors
shall be held as determined by the Board, at such place and time as determined
by the Board without the necessity of call or notice.
Section 8.Special Meetings. Special meetings of the Board of Directors
for any purpose or purposes shall be called at any time by the president or, if
he is absent or unable or refuses to act, by any vice-president or by any two
(2) directors.
Written notice of the time
and place of special meetings shall be delivered personally to each director or
sent to each director by mail or by other form of written communication,
charges prepaid, addressed to him at his address as it is shown upon the
records of the corporation or if it is not so shown on such records, or is not
readily ascertainable, at the place in which the meetings of directors are
regularly held. In case such notice is mailed, telecopied or telegraphed, it
shall be deposited in the United States mail or delivered to the telegraph
company in the place in which the principal office of the corporation is
located at least forty-eight (48) hours prior to the time of the holding of the
meeting. In case such notice is delivered personally as above provided, it
shall be so delivered at least twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telecopying, telegraphing, or delivering
as provided above shall be due legal and personal notice to such director.
Section 9.Notice of Adjournment. Notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place
be fixed at the meeting adjourned.
Section 10.Waiver of Notice. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum be present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice or a consent to holding
such meeting or an approval of the minutes thereof. All such waivers, consents,
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 11.Quorum. A majority of the authorized number of
directors shall be necessary to constitute a quorum for the transaction of
business except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the directors present at a meeting duly held at which
a quorum is present shall be regarded as the act of the Board of Directors
unless a greater number be required by law or by the Articles of Incorporation.
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Section 12.Adjournment. A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour, provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
Section 13.Fees and Compensation. Directors shall not receive any stated
salary for their services as directors, but by resolution of the board, a fixed
fee, with or without expenses of attendance, may be allowed for attendance at
each meeting. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation therefor.
Section 14.Action Without Meeting. Any action required or permitted to be
taken by the Board of Directors as provided in Nevada Revised Statutes, Section
78.315 and under these Bylaws may be taken without a meeting if all of the
directors of the corporation shall individually or collectively consent in
writing to such action. Such written consent or consents shall be filed with
the Minutes of the proceedings of the Board of Directors. Such action by
written consent shall have the same force and effect as the unanimous vote of
such directors.
ARTICLE IV
OFFICERS
Section 1.Officers. The officers of the corporation shall be a
president, a secretary, and a treasurer. The corporation may also have, at the
discretion of the Board of Directors, a chairman of the board, one or more
vice-presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article IV.
Section 2.Election. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Section
3 or Section 5 of this Article IV, shall be chosen annually by the Board of
Directors, and each shall hold his office until he shall die, resign, be
removed or otherwise disqualified to serve, or his successor shall be elected
and qualified.
Section 3.Subordinate Officers, etc. The Board of Directors may appoint such other
officers as the business of the corporation may require, each of whom shall
hold office for such period, have such authority, and perform such duties as
are provided in the Bylaws or as the Board of Directors may from time to time
determine.
Section 4.Removal and Resignation. Any officer may be removed with or without
cause by a majority of the directors at any time in office at any regular or
special meeting of the Board or, in the case of an officer chosen by the Board
of Directors, by an officer upon whom such power of removal may be conferred by
the Board of Directors.
Any officer may resign at
any time by giving written notice to the Board of Directors, to the President,
or to the Secretary of the corporation. Any such resignation shall take effect
at the date of the receipt of such notice or at any later time specified
therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
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Section 5.Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed in the Bylaws for regular appointments to such office.
Section 6.Chairman of the Board. The Chairman of the Board, if there shall
be such an officer, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
Bylaws.
Section 7.President. Subject to such supervisory powers, if any,
as may be given by the Board of Directors to the Chairman of the Board, if
there be such an officer, the president shall be the chief executive officer of
the corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction, and control of the business and officers
of the corporation. He shall preside at all meetings of the shareholders and in
the absence of the Chairman of the Board, or if there be none, at all meetings
of the Board of Directors. He shall be ex officio a member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of the
president of a corporation and shall have such other powers and duties as may
be prescribed by the Board of Directors or the Bylaws.
Section 8.Vice-President. In the absence or disability of the
president, the vice-presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the vice-president designated by the Board of Directors,
shall perform all the duties of the president; and when so acting, shall have
all the duties of the president and shall have all the powers of, and be
subject to all the restrictions upon, the president. The vice-presidents shall
have such other powers and perform such other duties as from time to time may
be prescribed for them respectively by the Board of Directors or bylaws.
Section 9.Secretary. The secretary shall keep or cause to be
kept a book of minutes at the principal office or such other place as the Board
of Directors may order of all meetings of directors and shareholders, with the
time and place or holding, whether regular or special (and if special, how
authorized), the notice thereof given, the names of those present at directors meetings,
the number of shares present or represented at shareholders meetings, and the
proceedings thereof.
The secretary shall keep or
cause to be kept at the registered office, and at the principal office or at
the office of the corporation’s transfer agent a share register or a duplicate
share register showing the names of the shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates
issued for the same, and the number and date of cancellation of every
certificate surrendered for cancellation.
The secretary shall give or
cause to be given notice of all of the meetings of the shareholders and of the
Board of Directors required by the Bylaws or by law to be given, provided,
however, that in the event of the absence or disability of the secretary, such
notice may be given by any other officer of the corporation, and he shall keep
the seal of the corporation in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
the Bylaws.
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Section 10.Treasurer. The treasurer shall keep and maintain or
cause to be kept and maintained adequate and correct accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus, and
shares. Any surplus, including earned surplus, paid-in surplus, and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. The books of account shall at all
reasonable times be open to inspection by any director.
The treasurer shall deposit
all monies and other valuables in the name and to the credit of the corporation
with such depositories as may be designated by the Board of Directors or in the
absence of such designation as may be selected by the treasurer. The treasurer
shall disburse the funds of the corporation as may be ordered by the Board of
Directors or the president or vice-president; shall make, sign, and endorse in
the name of the corporation all checks, drafts, notes, and other orders for the
direction of the Board of Directors, the president, and/or the vice-president;
shall render to the president, vice-president, and directors whenever they
request it an account of all of the transactions as treasurer and of the
financial condition of the corporation; and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or the
Bylaws.
ARTICLE V
MISCELLANEOUS
Section 1.Record Date and Closing Stock
Books. The Board of
Directors may fix a time in the future as a record date for the determination
of the shareholders entitled to notice of and to vote at any meeting of
shareholders, entitled to receive any dividend or distribution or any allotment
of rights, or to exercise rights in respect to any change, conversion, or
exchange of shares. The record date so fixed shall be no more than sixty (60)
days, nor less than ten (10) days, prior to the date of the meeting or event
for the purposes of which it is fixed. When a record date is so fixed, only
shareholders of record on that date are entitled to notice of and to vote at
the meeting or to receive the dividend, distribution, or allotment of rights,
as the case may be, notwithstanding any transfer of any shares on the books of
the corporation after the record date.
The Board of Directors may
close the books of the corporation against transfers of shares during the whole
or any part of a period not more than sixty (60) days, nor less than ten (10)
days, prior to the date of a shareholders meeting, the date when the right to
any dividend, distribution, or allotment of rights vest, or the effective date
of any change, conversion, or exchange of shares.
Section 2.Inspection of Corporate Records. The share register or duplicate share
register, the books of account, and minutes of proceedings of the shareholders
and the Board of Directors and of executive committees of directors shall be
open to inspection upon the written demand of any shareholder or the holder of
a voting trust certificate at any reasonable time and for a purpose reasonably
related to his interests as a shareholder or as the holder of such voting trust
certificate and shall be exhibited at any time when required by the demand at
any shareholders meeting of ten (10%) percent of the shares represented at the
meeting. Such
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inspection may be made in person or by agent or attorney and shall
include the right to make extracts. Demand of inspection other than at a
shareholders meeting shall be made in writing upon the president, secretary,
assistant secretary, or general manager of the corporation.
Section 3.Checks and Drafts. All checks, drafts, or other orders for
payment of money, notes, or other evidences of indebtedness issued in the name
of or payable to the corporation shall be signed or endorsed by the treasurer
and/or by such person or persons and in such manner as from time to time shall
be determined by resolution of the Board of Directors.
Section 4.Execution of Contracts. The Board of Directors, except as otherwise
provided in the Bylaws, may authorize any officer or officers, agent, or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board of Directors, no
officer, agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit to render it
liable for any purpose or to any amount.
Section 5.Certificate of Stock. A certificate or certificates for shares of
the capital stock of the corporation shall be issued to each shareholder when
any such shares are fully paid up. All such certificates shall be signed by the
president or a vice-president and the secretary or an assistant secretary or be
authenticated by facsimiles of the signatures of the president and secretary or
by a facsimile of the signature of the president and the written signatures of
the secretary or an assistant secretary. Every certificate authenticated by a
facsimile of a signature must be countersigned by a transfer agent or transfer
clerk and be registered by an incorporated bank or trust company, either
domestic or foreign, as registrar of transfers, before issuance.
Certificates for shares may
be issued prior to full payments under such restrictions and for such purposes
as the Board of Directors or the Bylaws may provide, provided, however, that
any such certificate so issued prior to full payment shall state the amount
remaining unpaid and the terms of payment thereof
Section 6.Representation of Shares of Other
Corporations. The
president and the secretary of this corporation are authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to
any and all shares of any other corporation or corporations standing in the
name of this corporation. The authority herein granted to said officers to vote
or represent on behalf of this corporation any and all shares held by this
corporation in any other corporation or corporations may be exercised either by
such officers in person or by any person authorized to do so by proxy or power
of attorney duly executed by said officers.
Section 7.Inspection of Bylaws. The corporation shall keep in its principal
office for the transaction of business the original or a copy of the Bylaws as
amended or otherwise altered to date, certified by the secretary, which shall
be open to inspection by the shareholders at all reasonable times during office
hours.
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ARTICLE VI
AMENDMENTS
Section 1.Powers of Shareholders. New Bylaws may be adopted, or these Bylaws
may be amended or repealed by the vote of shareholders entitled to exercise a
majority of the voting power of the corporation or by the written assent of
such shareholders except as otherwise provided by law or by the Articles of
Incorporation.
Section 2.Powers of Directors. Subject to the right of shareholders as
provided in Section 1 of this Article VI to adopt, amend, or repeal Bylaws
other than a Bylaw or amendment thereof changing the authorized number of
directors may be adopted, amended, or repealed by the Board of Directors.
ARTICLE VII
INDEMNIFICATION
Every person who was or is a
party or is threatened to be made a party to or is involved in any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that he or a person of whom he is the legal
representative is or was a director or officer of the corporation or is or was
serving at the request of the corporation or for its benefit as a director or
officer of another corporation or as its representative in a partnership, joint
venture, trust, or other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under the General Corporation Law of the
State of Nevada from time to time against all expenses, liability, and loss
(including attorney’s fees, judgments, fines, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. 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. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers, or
representatives may have or hereafter acquire, and without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article VII.
The Board of Directors may
cause the corporation to purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another corporation
or as its representative in a partnership, joint venture, trust, or other
enterprise, against any liability asserted against such person and incurred in
any such capacity or arising out of such status, whether or not the corporation
would have the power to indemnify such person.
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The Board of Directors may
from time to time adopt further Bylaws with respect to indemnification and may
amend these and such Bylaws to provide at all times the fullest indemnification
permitted by the General Corporation Law of the State of Nevada.
ADOPTED AND APPROVED this 19th day of February, 1997.
/s/ Robert R.
Black, Sr.
ROBERT R.
BLACK, SR., Secretary
CERTIFICATE OF SECRETARY
The undersigned does hereby
certify:
1. That I am the duly elected and acting
Secretary of R. Black, Inc., a Nevada corporation; and,
2. That the foregoing Bylaws, comprising
thirteen (13) pages, constitute the original Bylaws of said corporation as duly
adopted at the organizational meeting of the Board of Directors thereof duly
held on February 19, 1997
/s/ Robert R.
Black, Sr.
ROBERT R.
BLACK, SR., Secretary
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Dates Referenced Herein and Documents Incorporated by Reference