BY-LAWS OF
HARLEY-DAVIDSON CUSTOMER FUNDING CORP.
ARTICLE I
OFFICES
Section 1.1. REGISTERED OFFICE. The registered office of the
Corporation shall be as set forth in the Corporations Articles of Incorporation,
as they may be amended from time to time.
Section 1.2. OTHER OFFICES. The Corporation may also have
offices at such other places both within and without the State of Nevada as the
Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
STOCKHOLDERS' MEETING
Section 2.1. PLACE OF MEETINGS. All meetings of the
stockholders, whether annual or special, shall be held in the City of Chicago,
State of Illinois, at such place as may be fixed from time to time by the Board
of Directors, or at such other place either within or without the State of
Nevada as may be designated from time to time by the Board of Directors and
stated in the notice of meeting.
Section 2.2. ANNUAL MEETINGS. An annual meeting of the
stockholders, commencing with the year 2001, shall be held on the second Monday
in December in each year, if not a legal holiday in the City of Chicago, State
of Illinois, and if a legal holiday in the City of Chicago, State of Illinois,
then on the next secular day following, at 12:00 noon, or at such other date and
time as shall be designated by the Board of Directors and stated in the notice
of meeting, at which they shall elect a Board of Directors, and transact such
other business as may properly be brought before the meeting.
Section 2.3. NOTICE OF MEETING. Written notice of the annual
meeting stating the place, date and hour of the meeting, shall be given not less
than ten or more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
Section 2.4. STOCKHOLDERS' LIST. At least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at said meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares
registered in the name of each stockholder, shall be prepared by the Secretary.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting at the place within the city where the meeting is
to be held which place shall be specified in the notice of meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 2.5. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Articles of Incorporation, may be called by the President and
shall be called by the Secretary at the request of a majority of the Board of
Directors, or at the request in writing of stockholders owning at least a
majority of the number of shares of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting shall be limited to
the purposes stated in the notice of special meeting.
Section 2.6. NOTICE OF SPECIAL MEETING. Written notice of a
special meeting, stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called, shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, notice is given when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation.
Section 2.7. QUORUM. The holders of a majority of the shares
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute, by the Articles of Incorporation or by these By-Laws. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholder entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, of the place, date
and hour of the adjourned meeting, until a quorum shall again be present or
represented by proxy. At the adjourned meeting at which a quorum shall be
present or represented by proxy, the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than sixty days, or if after the adjournment, a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 2.8. VOTING. When a quorum is present at any meeting,
the vote of the holders of a majority of the shares having voting power, present
in person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes or of the Articles of Incorporation or of these By-Laws, a different
vote is required in which case such express provision shall govern and control
the decision of such question. Each stockholder shall have one vote for each
share of stock having voting power registered in his name on the books of the
Corporation, except as otherwise provided in the Articles of Incorporation.
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Section 2.9. PROXIES. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.
Section 2.10. UNANIMOUS CONSENT. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or in
connection with any corporate action by any provisions of the statutes or of the
Articles of Incorporation or these By-Laws, the meeting, notice of the meeting,
and vote of stockholders may be dispensed with if all the stockholders who would
have been entitled to vote upon the action, if such meeting were held, shall
consent in writing to such corporate action being taken.
ARTICLE III
DIRECTORS
Section 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such acts and
things as are not by the Nevada General Corporation Law nor by the Articles of
Incorporation nor by these By-Laws directed or required to be exercised or done
by the stockholders.
Section 3.2. NUMBER OF DIRECTORS. The number of directors
which shall constitute the whole Board shall be not less than three (3) nor more
than eight (8). Each director shall be elected at the annual meeting of the
stockholders, and shall hold office until his successor is elected and qualified
or until his earlier resignation or removal.
Section 3.3. VACANCIES. If the office of a director becomes
vacant by reason of death, resignation, retirement disqualification, removal
from office, or otherwise, or a new directorship is created, the holders of a
plurality of shares issued and outstanding and entitled to vote in elections of
directors, shall choose a successor or successors, or a director to fill the
newly created directorship, who shall hold office for the unexpired term or
until the next election of directors.
Section 3.4. PLACE OF MEETINGS. The Board of Directors may
hold its meetings outside of the State of Nevada, at the office of the
Corporation or at such other places as they may from time to time determine, or
as shall be fixed in the respective notices or waivers of notice of such
meetings.
Section 3.5. COMMITTEES OF DIRECTORS. The Board of Directors
may, by resolution or resolutions passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be
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affixed to all papers which may require it; but no such committee shall have the
power of authority in reference to amending the Articles of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amendment to
the By-Laws, of the Corporation; and, unless the resolution, By-Laws, or
Articles of Incorporation expressly so provide, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors. The
committees shall keep regular minutes of their proceedings and report the same
to the Board of Directors when required.
Section 3.6. COMPENSATION OF DIRECTORS. Directors, as such,
may receive such stated salary for their services and/or such fixed sums and
expenses of attendance for attendance at each regular or special meeting of the
Board of Directors as may be established by resolution of the Board; provided
that nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
Section 3.7. ANNUAL MEETING. The annual meeting of the Board
of Directors shall be held within ten days after the annual meeting of the
stockholders in each year. Notice of such meeting, unless waived, shall be given
by mail or telegram to each director elected at such annual meeting, at his
address as the same may appear on the records of the Corporation, or in the
absence of such address, at his residence or usual place of business, at least
three days before the day on which such meeting is to be held. Said meeting may
be held at such place as the Board may fix from time to time or as may be
specified or fixed in such notice or waiver thereof.
Section 3.8. SPECIAL MEETINGS. Special meetings of the Board
of Directors may be held at any time on the call of the President or at the
request in writing of at least 40% of the directors. Notice of any such meeting,
unless waived, shall be given by mail or telegram to each director at his
address as the same appears on the records of the Corporation not less than one
day prior to the day on which such meeting is to be held if such notice is by
telegram, and not less than two days prior to the day on which the meeting is to
be held if such notice is by mail. If the Secretary shall fail or refuse to give
such notice, then the notice may be given by the officer or any one of the
directors making the call. Any such meeting may be held at such place as the
Board may fix from time to time or as may be specified or fixed in such notice
or waiver thereof. Any meeting of the Board of Directors shall be a legal
meeting without any notice thereof having been given, if all the directors shall
be present thereat, and no notice of a meeting shall be required to be given to
any directors who shall attend such meeting.
Section 3.9. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if a written consent to such action is
signed by all members of the Board or such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors.
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Members of the Board of Directors, or any committee designated
by the Board, may participate in a meeting of the Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.
Section 3.10. QUORUM AND MANNER OF ACTING. Except as otherwise
provided in these By-Laws, a majority of the total number of directors as at the
time specified by the By-Laws shall constitute a quorum at any regular or
special meeting of the Board of Directors. Except as otherwise provided by
statute, by the Articles of Incorporation or by these By-Laws, the vote of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum, a
majority of the directors present may adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given, except that notice shall be given to all directors if the adjournment is
for more than thirty days.
ARTICLE IV
OFFICERS
Section 4.1. EXECUTIVE OFFICERS. The executive officers of the
Corporation shall be a President, such number of Vice Presidents, if any, as the
Board of Directors may determine, a Secretary and a Treasurer. One person may
hold any number of said offices.
Section 4.2. ELECTION, TERM OF OFFICE AND ELIGIBILITY. The
executive officers of the Corporation shall be elected annually by the Board of
Directors at its annual meeting or at a special meeting held in lieu thereof.
Each officer, except such officers as may be appointed in accordance with the
provisions of Section 4.3, shall hold office until his successor shall have been
duly chosen and qualified or until his death, resignation or removal. None of
the officers need be members of the Board.
Section 4.3. SUBORDINATE OFFICERS. The Board of Directors may
appoint such Assistant Secretaries, Assistant Treasurers, Controller and other
officers, and such agents as the Board may determine, to hold office for such
period and with such authority and to perform such duties as the Board may from
time to time determine. The Board may, by specific resolution, empower the chief
executive officer of the Corporation or the Executive Committee to appoint any
such subordinate officers or agents.
Section 4.4. REMOVAL. The President, any Vice President, the
Secretary and/or the Treasurer may be removed at any time, either with or
without cause, but only by the affirmative vote of the majority of the total
number of directors as at the time specified by the By-Laws. Any subordinate
officer appointed pursuant to Section 4.3 may be removed at any time, either
with or without cause, by the majority vote of the directors present at any
meeting of the Board or by any committee or officer empowered to appoint such
subordinate officers.
Section 4.5. THE PRESIDENT. The President shall be the chief
executive officer of the Corporation. He shall have executive authority to see
that all orders and resolutions of the
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Board of Directors are carried into effect and, subject to the control vested in
the Board of Directors by statute, by the Articles of Incorporation, or by these
By-Laws, shall administer and be responsible for the management of the business
and affairs of the Corporation. He shall preside at all meetings of the
stockholders and the Board of Directors; and in general shall perform all duties
incident to the office of the President and such other duties incident to the
office of the President and such other duties as from time to time may be
assigned to him by the Board of Directors.
Section 4.6. THE VICE PRESIDENTS. In the event of the absence
or disability of the President, each Vice President, in the order designated, or
in the absence of any designation, then in the order of their election, shall
perform the duties of the President. The Vice Presidents shall also perform such
other duties as from time to time may be assigned to the them by the Board of
Directors or by the chief executive officer of the Corporation.
Section 4.7. THE SECRETARY. The Secretary shall:
(a) Keep the minutes of the meetings of the stockholders
and of the Board of Directors;
(b) See that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law;
(c) Be custodian of the records and of the seal of the
Corporation and see that the seal or a facsimile or equivalent thereof
is affixed to or reproduced on all documents, the execution of which on
behalf of the Corporation under its seal is duly authorized;
(d) Have charge of the stock record books of the Corporation;
(e) In general, perform all duties incident to the office of
Secretary, and such other duties as are provided by these By-Laws and
as from time to time are assigned to him by the Board of Directors or
by the chief executive officer of the Corporation.
Section 4.7 THE ASSISTANT SECRETARIES. If one or more
Assistant Secretaries shall be appointed pursuant to the provisions of Section
4.3 respecting subordinate officers, then, at the request of the Secretary, or
in his absence or disability, the Assistant Secretary designated by the
Secretary (or in the absence of such designations, then any one of such
Assistant Secretaries) shall perform the duties of the Secretary and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the Secretary.
Section 4.8. THE TREASURER. The Treasurer shall:
(a) Receive and be responsible for all funds of and securities
owned or held by the Corporation and, in connection therewith, among
other things: keep or cause to be kept full and accurate records and
accounts for the Corporation; deposit or cause to be deposited to the
credit of the Corporation all moneys, funds and securities so received
in such bank or other depositary as the Board of
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Directors or an officer designated by the Board may from time to time
establish; and disburse or supervise the disbursement of the funds of
the Corporation as may be properly authorized.
(b) Render to the Board of Directors at any meeting thereof,
or from time to time when ever the Board of Directors or the chief
executive officer of the Corporation may require, financial and other
appropriate reports on the condition of the Corporation;
(c) In general, perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors or by the chief executive officer of
the Corporation.
Section 4.9. THE ASSISTANT TREASURERS. If one or more
Assistant Treasurers shall be appointed pursuant to the provisions of Section
4.3 respecting subordinate officers, then, at the request of the Treasurer, or
in his absence or disability, the Assistant Treasurer designated by the
Treasurer (or in the absence of such designation, then any one of such Assistant
Treasurers) shall perform all the duties of the Treasurer and when so acting
shall have all the powers of and be subject to all the restrictions upon, the
Treasurer.
Section 4.10. SALARIES. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
Section 4.11. BONDS. If the Board of Directors or the chief
executive officer 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 or the chief executive officer, as the case may be, may deem
sufficient, conditioned upon the faithful performance of their respective duties
and offices.
Section 4.12. DELEGATION OF DUTIES. In case of the absence of
any officer of the Corporation or for any other reason which may seem sufficient
to the Board of Directors, the Board of Directors may, for the time being,
delegate his powers and duties, or any of them, to any other officer or to any
director.
ARTICLE V
SHARES OF STOCK
Section 5.1. REGULATION. Subject to the terms of any contract
of the Corporation, the Board of Directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the stock of the Corporation, including the issue of
new certificates for lost, stolen or destroyed certificates, and including the
appointment of transfer agents and registrars.
Section 5.2. STOCK CERTIFICATES. Certificates for shares of
the stock of the Corporation shall be respectively numbered serially for each
class of stock, or series thereof, as they are issued, shall be impressed with
the corporate seal or a facsimile thereof, and shall be
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signed by the President or a Vice President, and by the Secretary or Treasurer,
or an Assistant Secretary or an Assistant Treasurer, provided that such
signatures may be facsimiles on any certificate countersigned by a transfer
agent other than the Corporation or its employee. Each certificate shall exhibit
the name of the Corporation, the class (or series of any class) and number of
shares represented thereby, and the name of the holder. Each certificate shall
be otherwise in such form as may be prescribed by the Board of Directors.
Section 5.3. RESTRICTION ON TRANSFER OF SECURITIES. A
restriction on the transfer or registration of transfer of securities of the
Corporation may be imposed either by the Articles of Incorporation or by these
By-Laws or by an agreement among any number of security holders or among such
holders and the Corporation. No restriction so imposed shall be 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.
A restriction on the transfer of securities of the Corporation
is permitted by this Section if it:
(a) Obligates the holder of the restricted securities to offer
to the Corporation or to any other holders of securities of the
Corporation or to any other person or to any combination of the
foregoing a prior opportunity, to be exercised within a reasonable
time, to acquire the restricted securities; or
(b) Obligates the Corporation or any holder of securities of
the Corporation or any other person or any combination of the foregoing
to purchase the securities which are the subject of an agreement
respecting the purchase and sale of the restricted securities; or
(c) Requires the Corporation or the holders of any class of
securities of the Corporation to consent to any proposed transfer of
the restricted securities or to approve the proposed transferee of the
restricted securities; or
(d) Prohibits the transfer of the restricted securities to
designated persons or classes of persons; and such designation is not
manifestly unreasonable; or
(e) Restricts transfer or registration of transfer in any
other lawful manner.
Unless noted conspicuously on the security, a restriction,
even though permitted by this Section, is ineffective except against a person
with actual knowledge of the restriction.
Section 5.4. TRANSFER OF SHARES. Subject to the restrictions
permitted by Section 5.3, shares of the capital stock 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 or cancellation of a
certificate or certificates for a like number of shares. 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 registered holder 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.
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Section 5.5. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty nor less than ten days before the date of such meeting. If no record
is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; providing, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by the Nevada Corporation Law, shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the Corporation by delivery to its registered office in
the State of Nevada, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings by
stockholders are recorded. Delivery made to a Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by the Nevada General Corporation Law, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect to any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
Section 5.6. LOST CERTIFICATE. Any stockholder claiming that a
certificate representing shares of stock has been lost, stolen or destroyed may
make an affidavit or affirmation of the fact and, if the Board of Directors so
requires, advertise the same in a manner designated by the Board, and give the
Corporation a bond of indemnity in form and with security for an amount
satisfactory to the Board (or an officer or officers designated by the Board),
whereupon a new certificate may be issued of the same tenor and representing the
same number,
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class and/or series of shares as were represented by the certificate alleged to
have been lost, stolen or destroyed.
ARTICLE VI
BOOKS AND RECORDS
Section 6.1. LOCATION. The books, accounts and records of the
Corporation may be kept at such place or places within or without the State of
Nevada as the Board of Directors may from time to time determine.
Section 6.2. INSPECTION. The books, accounts, and records of
the Corporation shall be open to inspection by any member of the Board of
Directors at all times; and open to inspection by the stockholders at such
times, and subject to such regulations as the Board of Directors may prescribe,
except as otherwise provided by statute.
ARTICLE VII
DIVIDENDS AND RESERVES
Section 7.1. DIVIDENDS. The Board of Directors of the
Corporation, subject to any restrictions contained in the Articles of
Incorporation and other lawful commitments of the Corporation, may declare and
pay dividends upon the shares of its capital stock either out of the surplus of
the Corporation, as defined in and computed in accordance with the Nevada
General Corporation Law, or in case there shall be no such surplus, out of the
net profits of the Corporation for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. If the capital of the Corporation,
computed in accordance with the Nevada General Corporation Law, shall have been
diminished by depreciation in the value of its property, or by losses, or
otherwise, to an amount less than the aggregate amount of the capital
represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets, the Board of Directors of the
Corporation shall not declare and pay out of such net profits any dividends upon
any shares of any classes of its capital stock until the deficiency in the
amount of capital represented by the issued and outstanding stock of all classes
having a preference upon the distribution of assets shall have been repaired.
Dividends may be paid in cash, in property, or in shares of the Corporation's
capital stock.
Section 7.2. RESERVES. The Board of Directors of the
Corporation may set apart, out of any of the funds of the Corporation available
for dividends, a reserve or reserves for any proper purpose and may abolish any
such reserve.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. FISCAL YEAR. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
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Section 8.2. DEPOSITORIES. The Board of Directors or an
officer designated by the Board shall appoint banks, trust companies, or other
depositories in which shall be deposited from time to time the money or
securities of the Corporation.
Section 8.3. CHECKS, DRAFTS AND NOTES. All checks, drafts, or
other orders for the payment of money and all notes or other evidence or
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers or agent or agents as shall from time to time be designated
by resolution of the Board of Directors or by an officer appointed by the Board.
Section 8.4. CONTRACTS AND OTHER INSTRUMENTS. The Board of
Directors may authorize any officer, agent or agents to enter into any contract
or execute and deliver any instrument in the name and on behalf of the
Corporation and such authority may be general or confined to specific instances.
Section 8.5. INSURANCE. The Corporation may maintain
insurance, at its expense, to protect itself and any 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 any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the Nevada General Corporation Law.
Section 8.6. NOTICES. Whenever under the provisions of the
statutes or of the Articles of Incorporation or of these By-Laws notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail, by
depositing the same in post office or letter box, in a postpaid sealed wrapper,
or by delivery to a telegraph company, addressed to such director or stockholder
at such address as appears on the records of the Corporation, and such notice
shall be deemed to be given at the time when the same shall be thus mailed or
delivered to a telegraph company. Notice may also be given by facsimile
transmission provided that such notice shall be immediately confirmed by a
telephone call to the recipient at the number specified in the records of the
Corporation and such notice shall be deemed to be given at the time when the
same shall be transmitted by facsimile machine.
Section 8.7. WAIVERS OF NOTICE. Whenever any notice is
required to be given under the provisions of the statutes or of the Articles of
Incorporation or of these By-Laws, a waiver thereof in writing signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors or
members of a committee of directors need be specified in any written waiver of
notice.
Section 8.8. STOCK IN OTHER CORPORATIONS. Any shares of stock
in any other Corporation which may be from time to time be held by this
Corporation may be represented and
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voted at any meeting of shareholders of such Corporation by the President or a
Vice President, or by any other person or persons thereunto authorized by the
Board of Directors, or by any proxy designated by written instrument of
appointment executed in the name of this Corporation by its President or a Vice
President. Shares of stock belonging to the Corporation need not stand in the
name of the Corporation, but may be held for the benefit of the Corporation in
the individual name of the Treasurer of any other nominee designated for the
purpose by the Board of Directors. Certificates for shares so held for the
benefit of the Corporation shall be endorsed in blank or have proper stock
powers attached so that said certificates are at all times in due form for
transfer, and shall be held for safekeeping in such manner as shall be
determined from time to time by the Board of Directors.
Section 8.9. AMENDMENT OF BY-LAWS. The stockholders, by the
affirmative vote of the holders of a majority of the stock issued and
outstanding and having voting power may, at any annual or special meeting if
notice of such alteration or amendment of the By-Laws is contained in the notice
of such meeting, adopt, amend, or repeal these By-Laws, and alterations or
amendments of By-Laws made by the stockholders shall not be altered or amended
by the Board of Directors.
The Board of Directors, by the affirmative vote of a majority
of the whole Board, may adopt, amend, or repeal these By-Laws at any meeting,
except as provided in the above paragraph. By-Laws made by the Board of
Directors may be altered or repealed by the stockholders.
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