AMENDED BYLAWS OF
DIVERSIFIED INVESTMENT, LTD.
DIVERSIFIED INVESTMENT, LTD.
principal office of the Corporation in the State of Nevada shall be located
3273 East Warm Springs Road, Las Vegas, Nevada 89120. The Corporation may
maintain such other offices, within or without the State of Nevada, as the
of Directors may from time to time designate. The location of the principal
office may be changed by the Board of Directors.
event that such annual meeting is omitted by oversight or otherwise on the
herein provided for, the directors shall cause a meeting in lieu thereof to
held as soon thereafter as conveniently may be, and any business transacted
elections held at such meeting shall be as valid as if transacted or held at
annual meeting. If the election of directors shall not be held on the date
designated herein for any annual meeting of shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of shareholders as soon thereafter as may conveniently be called. Such
shall be called in the same manner as is provided for the annual meeting of
2.2 Special Meetings.
meetings of shareholders, other than those regulated by statute, may be called
at, any time by the President, or by a majority of the directors, and must
called by the President upon written request of the holders of not less than
of the issued and outstanding shares entitled to vote at such special
2.3 Notice of Shareholders' Meetings.
President, Vice President or Secretary shall give 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, which shall be delivered
not less than ten nor more than fifty days before the day of the meeting, either
personally or by mail 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 addressed to the shareholder at his address as it
appears on the books of the Corporation, with postage thereon prepaid.
meeting of which all shareholders shall at any time waive or have waived notice
in writing shall be a legal meeting for the transaction of business
notwithstanding that notice has not been given as hereinbefore provided.
2.4 Waiver of Notice.
any notice whatever is required to be given by these Bylaws, or the Articles
Incorporation, or by any of the Corporation Laws of the State of Nevada, a
shareholder may waive the notice of meeting by attendance, either in person
by proxy, at the meeting, or by so stating in writing, either before or after
such meeting. Attendance at a meeting for the express purpose of objecting
the meeting was not lawfully called or convened shall not, however, constitute
waiver of notice.
2.5 Place of Meeting.
The Board of Directors may designate any place, either within or
without the State of Nevada, as the place of meeting for any annual meeting
meeting called by the Board of Directors. If no designation is made, or if
special meeting be otherwise called, the place of meeting shall be the
registered office of the Corporation.
2.6 Closing of Transfer Books or Fixing Record
For the purpose of determining shareholders entitled to notice or
to vote at any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, or in order, to make
determination of shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock transfer books shall
closed for a period not to exceed in any case 50 days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least 10 days immediately preceding the date determined to be the date
record. In lieu of closing the stock transfer books, the Board of Directors
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than 50 days and in case
meeting of shareholders not less than 10 days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for
determination of shareholders entitled to notice or to vote at a meeting of
shareholders or shareholders entitled to receive payment of a dividend, the
on which notice of the meeting is mailed or the date on which the resolution
the Board of Directors declaring such dividend is adopted, as the case may
shall be deemed the date of record for such determination of shareholders.
a determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
2.7 Quorum of Shareholders.
as herein provided and as otherwise provided by law, at any meeting of
shareholders 34% in interest of all the shares issued and outstanding
represented by shareholders of record in person or by proxy shall constitute
quorum, but a less interest may adjourn any meeting and the meeting may be
as adjourned without further notice, provided, however, that directors shall
be elected at the meeting so adjourned. When a quorum is present at any meeting,
a majority in interest of the shares
thereat shall decide any question brought before such meeting, unless the
question is one upon which the express provision of law or of the Articles
Incorporation or of these Bylaws a larger or different vote is required, in
which case such express provision shall govern and control the decision of
2.8 Voting Lists.
officer or agent having charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders entitled to vote
meeting or any adjournment thereof., arranged in alphabetical order, with the
address of and the number of shares held by each, which list shall be produced
and kept open at the time and place of the meeting and shall be subject to
inspection of any shareholder, for any purpose germane to the meeting, during
the whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list
transfer books or to vote at any meeting of shareholders.
holder of an outstanding share entitled to vote at a meeting may vote at such
meeting in person or by proxy. Except as may otherwise be provided in the
Articles of Incorporation, every shareholder shall be entitled to one vote
each share standing in his name on the record of shareholders. Except as herein
or in the Articles of Incorporation otherwise provided, all corporate action
shall be determined by a majority of the votes cast at a meeting of shareholders
by the holders of shares entitled to vote thereon.
meetings of shareholders, a shareholder may vote in person or by proxy executed
in writing by the shareholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the Corporation before or at the
of the meeting. No proxy shall be valid after eleven months from the date of
execution, unless otherwise provided in the proxy.
2.11 Informal Action by Shareholder.
action required to be taken at a meeting of the shareholders, or any action
which may be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
a majority of the shareholders entitled to vote with respect to the subject
3.1 General Powers.
business and affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may adopt such rules and regulations for
conduct of their meetings and the management of the Corporation as they deem
3.2 Number, Tenure and Qualifications.
number of directors for the Board of Directors of the Corporation shall be
less than three nor more than ten. Each director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected and qualified. Directors need not be residents of the State of Nevada
shareholders of the Corporation.
Section 3.4 Regular Meetings.
regular meeting of the Board of Directors shall be held without other notice
than by this Bylaw, immediately following and at the same place as the annual
meeting of the shareholders. The Board of Directors may provide by resolution
the time and place for the holding of additional regular meetings without other
notice than this resolution.
of the Board of Directors may participate in a meeting of the Board by means
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other and participation in a meeting
under this subsection shall constitute presence in person at the meeting,
pursuant to the Nevada Revised Statutes.
3.5 Special Meetings.
Special meetings of the Board of Directors may be called by order
of the Chairman of the Board, the President or by one-third of the directors.
The Secretary shall give notice of the time, place and purpose or purposes
each special meeting by mailing the same at least two days before the meeting
by telephoning or telegraphing the same at least one day before the meeting
3.6 Waiver of Notice.
Whenever any notice whatever is required to be given by these Bylaws, or the
Articles of Incorporation of the Corporation, or by any of the Corporation
of the State of Nevada, a director may waive the notice of meeting by attendance
in person at the meeting, or by so stating in writing, either before or after
such meeting. Attendance at a meeting for the express purpose of objecting
the meeting was not lawfully called or convened shall not, however, constitute
waiver of notice.
majority of the members of the Board of Directors shall constitute a quorum
the transaction of business, but less than a quorum may adjourn any meeting
time to time until a quorum shall be present, whereupon the meeting may be
as adjourned, without further notice. At any meeting at which every director
shall be present, even though without any notice, any business may be
3.8 Manner of Acting.
meetings of the Board of Directors, each director shall have one vote. The
of a majority present at a meeting shall be the act of the Board of Directors,
provided a quorum is present. The Chairman of the Board of Directors shall
the swing vote in the case of a tie vote for any action brought at a meeting
the Board of Directors. Any action required to be taken or which may be taken
a meeting of the directors may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all the directors.
The directors may conduct a meeting by means of a conference telephone or any
similar communication equipment by which all persons participating in the
meeting can hear each other.
3.9 Powers of Directors.
Board of Directors shall have the responsibility for the entire management
the business of the Corporation. In the management and control of the property,
business and affairs of the Corporation the Board of Directors is hereby vested
with all of the powers possessed by the Corporation itself so far as this
delegation of authority is not inconsistent with the laws of the State of Nevada
and with the Articles of Incorporation or with these Bylaws. The Board of
Directors shall have the power to determine what constitutes net earnings,
profits and surplus, respectively, and what amounts shall be reserved for
working capital and for any other purpose and what amounts shall be declared
dividends, and such determination by the Board of Directors shall be final
A vacancy in the Board of Directors shall be deemed to exist in
case of death, resignation or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail at any meeting
shareholders at which any director is to be elected, to elect the full
authorized number to be elected at that meeting.
vacancy occurring in the Board of Directors may be filled by an affirmative
of the majority of the remaining directors though less than a quorum of the
Board of Directors, unless otherwise provided by law or the Articles of
Incorporation. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled
reason of an increase in the number of directors shall be filled by election
the annual meeting or at a special meeting of shareholders called for that
Directors may be removed at any time, at a meeting called expressly for that
purpose by a vote of the shareholders holding a majority of the shares issued
and outstanding and entitled to vote. Directors may also be removed by a
majority vote of the Board of Directors at a meeting of the Board of Directors.
Such vacancy shall be filled by the directors then in office, though less than
quorum, to hold office until the next annual meeting or until his successor
duly elected and qualified, except that any directorship to be filled by reason
of removal by the shareholders may be filled by election, by the shareholders,
at which the director is removed. 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.
director may resign at any time by delivering written notification thereof
the President or Secretary of the Corporation. Such resignation shall become
effective upon its acceptance by the Board of Directors; provided, however,
if the Board of Directors has not acted thereon within ten days from the date
its delivery, the resignation shall upon the tenth day be deemed accepted.
3.13 Presumption of Assent.
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
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
resolution of the Board of Directors, the directors shall be paid their
expenses, if any, of attendance at each meeting of the Board of Directors,
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director
serving the Corporation in any other capacity and receiving compensation
3.15 Emergency Power.
due to a national disaster or death, a majority of the directors are
incapacitated or otherwise unable to attend the meetings and function as
directors, the remaining members of the Board of Directors shall have all the
powers necessary to function as a complete Board and, for the purpose of doing
business and filling vacancies, shall constitute a quorum until such time as
directors can attend or vacancies can be filled pursuant to these Bylaws.
Board of Directors may elect from its own number a Chairman of the Board, who
shall preside at all meetings of the Board of Directors, and shall perform
other duties as may be prescribed from time to time by the Board of Directors.
officers of the Corporation shall be a President, one or more Vice Presidents,
Secretary and a Treasurer, each of whom shall be elected by a majority of the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. In its
discretion, the Board of Directors may leave unfilled for any such period as
may determine any office except those of President and Secretary. Any two or
more offices may be held by the same person. Officers may or may not be
directors or shareholders of the Corporation.
4.2 Election and Term of Office.
officers of the Corporation are to be elected by the Board of Directors at
first meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer
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.
officer may resign at any time by delivering a written resignation either to
President or to the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
officer or agent may be removed by the Board of Directors 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 such
shall require a majority vote of the Board of Directors, exclusive of the
officer in question if he is also a director.
President shall be the chief executive and administrative officer of the
Corporation. He shall preside at all meetings Of the Shareholders and, in the
absence of the Chairman of the Board, at meetings of the Board of Directors.
shall exercise such duties as customarily pertain to the Office of President
shall have general and active supervision over the property, business and
affairs of the Corporation and over its several officers. He may appoint
officers, agents or employees other than those appointed by the Board of
Directors. He may sign, execute and deliver in the name of the Corporation,
powers of attorney, certificates of stock, contracts, bonds, deeds, mortgages
and other obligations and shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.
4.7 Vice President.
Vice President shall have such powers and perform such duties as may be assigned
to him by the Board of Directors or the President. In the absence or disability
of the President, the Vice President designated by the Board of Directors or
President shall perform the duties and exercise the powers of the President.
the event there is more than one Vice President and the Board of Directors
not designated which Vice President is to act as President, then the Vice
President who was elected first shall act as President. A Vice President may
sign and execute contracts and other obligations pertaining to the regular
course of his duties.
Secretary shall keep the minutes of all meetings of the shareholders and of
Board of Directors and to the extent ordered by the Board of Directors or the
President, the minutes of meetings of all committees. He shall cause notice
be given of the
of shareholders, of the Board of Directors and any committee appointed by the
Board. He shall have custody of the corporate seal and general charge of the
records, documents and papers of the Corporation not pertaining to the
performance of the duties vested in other officers, which shall at all
reasonable times be open to the examination of any directory. He may sign or
execute contracts with the President or Vice President thereunto authorized
the name of the Corporation and affix the seal of the Corporation thereto.
shall perform such other duties as may be prescribed from time to time by the
Board of Directors or by the Bylaws. He shall be sworn to the faithful discharge
of his duties. Assistant Secretaries shall assist the Secretary and shall keep
and record such minutes of meetings as shall be directed by the Board of
Treasurer shall have general custody of the collection and disbursement of
of the Corporation for collection checks, notes, and other obligations, and
shall deposit the same to the credit of the Corporation in such bank or banks
depositories as the Board of Directors may designate. He may sign, with the
President, or such other persons as may be designated for the purpose by the
Board of Directors, all bills of exchange or promissory notes of the
Corporation. He shall enter or cause to be entered regularly in the books of
Corporation full and accurate accounts of all monies received and paid by him
account of the Corporation; shall at all reasonable times exhibit his books
accounts to any director of the Corporation upon application at the office
the Corporation during business hours; and, whenever required by the Board
Directors or the President, shall render a statement of his accounts. He shall
perform such other duties as may be prescribed from time to time by the Board
Directors or by the Bylaws.
4.10 General Manager.
Board of Directors may employ and appoint a General Manager who may, or may
be one of the officers or directors of the Corporation. If employed by the
of Directors he shall be the chief operating officer of the Corporation and,
subject to the directions of the Board of Directors, shall have general charge
of the business operations of the Corporation and general supervision over
employees and agents. He shall have the exclusive management of the business
the Corporation and of all of its dealings, but at all times subject to the
control of the Board of Directors. Subject to the approval of the Board
Directors or the executive committee, he shall employ all employees of the
Corporation, or delegate such employment to subordinate officers, or such
division officers, or such division chiefs, and shall have authority to
discharge any person so employed. He shall make a quarterly report to the
President and directors, or more often if required to do so, setting forth
result of the operations under his charge, together with suggestions looking
the improvement and betterment of the condition of the Corporation, and to
perform such other duties as the Board of Directors shall require.
4.11 Other Officers.
officers shall perform such duties and have such powers as may be assigned
them by the Board of Directors.
salaries or other compensation of the officers of the Corporation shall be
from time to time by the Board of Directors except that the Board of Directors
may delegate to any person or group of persons the power to fix the salaries
other compensation of any subordinate officers or agents. No officer shall
prevented from receiving any such salary or compensation by reason of the fact
that he is also a director of the Corporation.
4.13 Surety Bonds.
the Board of Directors shall so require, any officer or agent of the Corporation
shall execute to the Corporation a bond in such sums and with sureties as the
Board of Directors may direct, conditioned upon the faithful performance of
duties to the Corporation, including responsibility for negligence and for
accounting for all property, monies or securities of the Corporation which
come into his hands.
5.1 Executive Committee.
Board of Directors may appoint from among its members an Executive Committee
not less than two nor more than seven members, one of whom shall be the
President, and shall designate one or more of its members as alternates to
a member or members of the Executive Committee in the absence of a regular
member or members. The Board of Directors reserves to itself alone the power
declare dividends, issue stock, recommend to shareholders any action requiring
their approval, change the membership of any committee at any time, fill
vacancies therein, and discharge any committee either with or without cause
any time. Subject to the foregoing limitations, the Executive Committee shall
possess and exercise all other powers of the Board of Directors during the
intervals between meetings.
5.2 Other Committees.
Board of Directors may also appoint from among its own members such other
committees as the Board may determine, which shall in each case consist of
less than two directors, and which shall have such powers and duties as shall
from time to time be prescribed by the Board. The President shall be a member
officio of each committee appointed by the Board of Directors. A majority of
members of any committee may fix its rules of procedure.
LOANS, DEPOSITS AND CHECKS
Board of Directors may authorize any officer or officers, agent or agents,
enter into any contract or execute and deliver any instrument in the name of
on behalf of the Corporation, and such authority may be general or confined
or advances shall be contracted on behalf of the Corporation, no negotiable
paper or other evidence of its obligations under any loan or advance shall
issued in its name, and no property of the Corporation shall be mortgaged,
pledged, hypothecated or transferred as security for the payment of any loan,
advance, indebtedness or
of the Corporation unless and except as authorized by the Board of Directors.
Any such authorization may be general or confined to specific instances.
funds of the Corporation not otherwise employed shall be deposited from time
time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select, or as may be selected by
officer or agent authorized to do so by the Board of Directors.
6.4 Checks and Drafts.
notes, drafts, acceptances, checks, endorsements and evidences of indebtedness
of the Corporation shall be signed by such officer or officers or
agent or agents of the Corporation and in such manner as the Board of Directors
from time to time may determine. Endorsements for deposit to the credit of
Corporation in any of its duly authorized depositories shall be made in such
manner as the Board of Directors from time to time may determine.
6.5 Bonds and Debentures.
bond or debenture issued by the Corporation shall be evidenced by an appropriate
instrument which shall be signed by the President or a Vice President and by
Treasurer or by the Secretary, and sealed with the seal of the Corporation.
seal may be facsimile, engraved or printed. Where such bond or debenture is
authenticated with the manual signature of an authorized officer of the
Corporation or other trustee designated by the indenture of trust or other
agreement under which such security is issued, the signature of any of the
Corporation’s officers named thereon may be a facsimile. In case any officer who
signed, or whose facsimile signature has been used on any such bond or
debenture, shall cease to be an officer of the Corporation for any reason before
the same has been delivered by the Corporation, such bond or debenture may
nevertheless be adopted by the Corporation and issued and delivered as though
the person who signed it or whose facsimile signature has been used thereon
not ceased to be such officer.
7.1 Certificate of Shares.
shares of the Corporation shall be represented by certificates prepared by
Board of Directors and signed by the President or the Vice President, and by
Secretary, or an Assistant Secretary, and sealed with the seal of the
Corporation or a facsimile. The signatures of such officers upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation itself or one of its
employees. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors
7.2 Transfer of Shares.
Transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer,
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes.
7.3 Transfer Agent and Registrar.
Board of Directors shall have power to appoint one or more transfer agents
registrars for the transfer and registration of certificates of stock of any
class, and may require that stock certificates shall be countersigned and
registered by one or more of such transfer agents and registrars.
The Board of Directors may require the owner of such a certificate or his legal
representatives to give the Corporation a bond in such sum and with such
sureties as the Board of Directors may direct to indemnify the Corporation
its transfer agents and registrars, if any, against claims that may be made
account of the issuance of such new certificates. A new certificate may be
issued without requiring any bond.
7.5 Consideration for Shares.
capital stock of the Corporation shall be issued for such consideration, but
less than the par value thereof, as shall be fixed from time to time by the
Board of Directors. In the absence of fraud, the determination of the Board
Directors as to the value of any property or services received in full or
partial payment of shares shall be conclusive.
7.6 Registered Shareholders.
Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder thereof in fact, and shall not be bound to
recognize any equitable or other claim to or on behalf of the Corporation,
and all of the rights and powers incident to the ownership of such stock at
such meeting, and shall have power and authority to execute and deliver proxies
and consents on behalf of the Corporation in connection with the exercise by
Corporation of the rights and powers incident to the ownership of such stock.
The Board of Directors, from time to time may confer like powers upon any other
person or persons.
officer or director shall be personally liable for any obligations arising
of any acts or conduct of said officer or director performed for or on behalf
the Corporation. The Corporation shall and does hereby indemnify and hold
harmless each person and his heirs and administrators who shall serve at any
time hereafter as a director or officer of the Corporation from and against
and all claims, judgments and liabilities to which such persons shall become
subject by reason of any action alleged to have been heretofore or
taken or omitted to have been taken by him as such director or officer, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with any such claim or liability; including power
to defend such person from all suits as provided for under the provisions of
Nevada Corporation Laws; provided, however that no such person shall be
indemnified against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own negligence or willful
misconduct. The rights accruing to any person under the foregoing provisions
this section shall not exclude any other right to which he may lawfully be
entitled, nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its directors,
officers, employees and agents shall be fully protected in taking any action
making any payment or in refusing so to do in reliance upon the advice of
8.2 Other Indemnification.
indemnification herein provided shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity
holding such office, and shall continue as to a person who has ceased to be
director, officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Corporation may purchase and maintain insurance on behalf of any person who
or was a director, officer or employee of the Corporation, or is or was serving
at the request of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
in any capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against liability under the
provisions of this Article 8 or the laws of the State of Nevada.
to settle any such claim, action, suit or proceeding at the expense of the
Corporation by the payment of the amount of such settlement and the costs and
expenses incurred in connection therewith.
Bylaws may be altered, amended, repealed, or added to by the affirmative vote
the holders of a majority of the shares entitled to vote in the election of
director at an annual meeting or at a special meeting called for that purpose,
provided that a written notice shall have been sent to each shareholder of
record entitled to vote at such meetings at least ten days before the date
such annual or special meetings, which notice shall state the alterations,
amendments, additions, or changes which are proposed to be made in such Bylaws.
Only such changes shall be made as have been specified in the notice. The Bylaws
may also be altered, amended, repealed, or new Bylaws adopted by a majority
the entire Board of Directors at any regular or special meeting. Any Bylaws
adopted by the Board may be altered, amended, or repealed by a majority of
shareholders entitled to vote.
fiscal year of the Corporation shall be December 31st and may be varied by
resolution of the Board of Directors.
of Directors may at any regular or special meeting, as they deem advisable,
declare dividends payable out of the unreserved and unrestricted earned surplus
of the Corporation except the directors may declare dividends in accordance
the laws of the State of Nevada.
of the Corporation shall be in the form of a circle and shall bear the name
the Corporation and the year of incorporation.
by resolution of the Board of Directors the ___ day of _____, 2006.