LIVEDEAL,
INC.
a
Nevada Corporation
ARTICLE
I
OFFICES
1.1 REGISTERED
OFFICE. The registered office of the Corporation in the State of
Nevada shall be in a county and city of the State of Nevada designated by
the
Board of Directors in accordance with applicable law.
1.2 OTHER
OFFICES. The Corporation also may 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
2.1 STOCKHOLDER
MEETINGS.
(a) TIME
AND PLACE OF MEETINGS. Meetings of the stockholders shall be held at such
times and places, either within or without the State of Nevada, as may from
time
to time be fixed by the Board of Directors and stated in the notices or waivers
of notice of such meetings.
(b) ANNUAL
MEETING. Annual meetings of stockholders shall be held at such date and
time as the Board of Directors shall determine. At the annual meeting,
stockholders shall elect a board of directors by plurality vote and transact
such other business as properly may be brought before the annual meeting
in
accordance with Section 2.7 of this Article II.
(c) SPECIAL
MEETINGS. Special meetings of the stockholders of the Corporation may be
called for any purpose or purposes at any time only by the Chairman of the
Board, the Chief Executive Officer or the President. Business transacted
at any
special meeting of the stockholders shall be limited to the purposes stated
in
the notice of such meeting.
(d) NOTICE
OF MEETINGS. Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws, written notice of each meeting of the
stockholders shall be given not less than ten days nor more than sixty days
before the date of such meeting to each stockholder entitled to vote thereat,
directed to such stockholder's address as it appears upon the stock ledger
of
the Corporation, such notice to specify the place, date, hour and purpose
or
purposes of such meeting. If mailed, such notice shall be deemed to be given
when deposited in the United States mail, postage prepaid, addressed to the
stockholder at his address as it appears on the stock ledger of the Corporation.
When a meeting of the stockholders is adjourned to another time and/or place,
notice need not be given of such adjourned meeting if the time and place
are
announced at the meeting of the stockholders at which the adjournment is
taken,
unless the adjournment is for more than thirty days or unless after the
adjournment a new record date is fixed for such adjourned meeting, in which
event a notice of such adjourned meeting shall be given to each stockholder
of
record entitled to vote thereat. Notice of the time, place and purpose of
any
meeting of the stockholders may be waived in writing either before or after
such
meeting and will be waived by any stockholder by such stockholder's attendance
thereat in person or by proxy. Any stockholder so waiving notice of such
a
meeting shall be bound by the proceedings of any such meeting in all respects
as
if due notice thereof had been given.
(e) QUORUM.
Except as otherwise required by law, the Articles of Incorporation or these
Bylaws, the holders of not less than a majority of the shares entitled to
vote
at any meeting of the stockholders, present in person or by proxy, shall
constitute a quorum and the affirmative vote of the majority of such quorum
shall be deemed the act of the stockholders. If a quorum shall fail to attend
any meeting of the stockholders, the presiding officer of such meeting may
adjourn such meeting from time to time to another place, date or time, without
notice other than announcement at such meeting, until a quorum is present
or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted
at
the meeting of the stockholders as originally noticed. The foregoing
notwithstanding, if a notice of any adjourned special meeting of the
stockholders is sent to all stockholders entitled to vote thereat, which
states
that such adjourned special meeting will be held with those present in person
or
by proxy constituting a quorum, then, except as otherwise required by law,
those
present at such adjourned special meeting of the stockholders shall constitute
a
quorum and all matters shall be determined by a majority of the votes cast
at
such special meeting.
2.2 DETERMINATION
OF STOCKHOLDERS ENTITLED TO NOTICE AND TO VOTE. To determine the
stockholders entitled to notice of any meeting of the stockholders or to
vote
thereat, the Board of Directors may fix in advance a record date as provided
in
Article II, Section 2.8 of these Bylaws, or if no record date is fixed by
the
Board of Directors, a record date shall be determined as provided by
law.
2.3 VOTING.
(a) Except
as otherwise required by law, the Articles of Incorporation or these Bylaws,
each stockholder present in person or by proxy at a meeting of the stockholders
shall be entitled to one vote for each full share of stock registered in
the
name of such stockholder at the time fixed by the Board of Directors or by
law
at the record date of the determination of stockholders entitled to vote
at such
meeting.
(b) Every
stockholder entitled to vote at a meeting of the stockholders may do so either
(i) in person or (ii) by one or more agents authorized by a written proxy
executed by the person or such stockholder's duly authorized agent, whether
by
manual signature, typewriting, telegraphic transmission or otherwise as
permitted by law. No proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.
(c) Voting
may be by voice or by ballot as the presiding officer of the meeting of the
stockholders shall determine. On a vote by ballot, each ballot shall be signed
by the stockholder voting, or by such stockholder's proxy, and shall state
the
number of shares voted.
(d) Shares
of the Corporation held by another corporation may be voted by such
corporation's officer, agent or proxy as its bylaws may prescribe, or in
absence
of such bylaw provision, by any other person designated by resolution of
its
Board of Directors, and such officer, agent or other person so designated
may
vote such corporation's shares in this Corporation in person or by proxy
appointed by him.
(e) Shares
held by an administrator, executor, guardian or conservator may be voted
by such
representative, either in person or by proxy, without a transfer of such
shares
into his name. Shares standing in the name of a trustee, other than a trustee
in
bankruptcy, may be voted by such representative, either in person or by proxy,
but no such trustee shall be entitled to vote shares held by him without
a
transfer of such shares into his name.
(f) Shares
standing in the name of a receiver, trustee in bankruptcy, or assignee for
the
benefit of creditors may be voted by such representative, either in person
or by
proxy. Shares held by or under the control of such a receiver or trustee
may be
voted by such receiver or trustee, either in person or by proxy, without
the
transfer thereof into his name if authority so to do be contained in an
appropriate order of the court by which such receiver or trustee was
appointed.
(g) A
stockholder whose shares are pledged shall be entitled to vote such shares
until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
(h) If
shares stand in the names of two or more persons, whether fiduciaries, members
of a partnership, joint tenants, tenants in common, tenants by community
property or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Corporation is given
written
notice to the contrary and is furnished with a copy of the instrument or
order
appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect: (1) If only
one
votes, his act binds; (2) If more than one votes, the act of the majority
so
voting binds all; and (3) If more than one votes, but the vote is evenly
split
on any particular matter, each fraction may vote the shares in question
proportionally.
(i) Shares
standing in the name of a married woman but not also standing in the name
of her
husband with such a designation of mutual relationship on the certificate,
may
be voted and all rights incident thereto may be exercised in the same manner
as
if she were unmarried.
(j) Shares
of its own stock belonging to the Corporation or to another corporation,
if a
majority of the shares entitled to vote in the elections of directors of
such
other corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor counted for quorum purposes.
(k) Nothing
in this Section shall be construed as limiting the right of the Corporation
to
vote its own stock held by it in a fiduciary capacity. In advance of or at
any
meeting of the stockholders, the Chairman of the Board may appoint one or
more
persons as inspectors of election (the “Inspectors”) to act at such meeting.
Such Inspectors shall take charge of the ballots at such meeting. After the
balloting on any question, the Inspectors shall count the ballots cast and
make
a written report to the secretary of such meeting of the results. Subject
to the
direction of the Chairman of the Board, the duties of such Inspectors may
further include without limitation: determining the number of shares outstanding
and the voting power of each; the shares represented at the meeting; the
existence of a quorum; the authenticity, validity, and effect of proxies;
receiving votes, ballots, or consents; hearing and determining all challenges
and questions in any way arising in connection with the right to vote; counting
and tabulating all votes of consents and determining when the polls shall
close;
determining the result; and doing such acts as may be proper to conduct the
election or vote with fairness to all stockholders. An Inspector need not
be a
stockholder of the Corporation and any officer of the Corporation may be
an
Inspector on any question other than a vote for or against such officer's
election to any position with the Corporation or any other questions in which
such officer may be directly interested. If there are three or more Inspectors,
the determination, report or certificate of a majority of such Inspectors
shall
be effective as if unanimously made by all Inspectors.
2.4 LIST
OF STOCKHOLDERS. The officer who has charge of the stock ledger
of the Corporation shall prepare and make available, at least 10 days or
such
other period of time as may be required by Federal, State or other
jurisdictional body whose rules and regulations govern the allotted time
before
every meeting of stockholders, a complete list of the stockholders entitled
to
vote thereat, arranged in either alphabetical order or by zip code, showing
the
address of and the number of shares registered in the names of each such
stockholder. Such list shall be open to the examination of any stockholder,
for
any purpose germane to such meeting, either at a place within the city where
such meeting is to be held and which place shall be specified in the notice
of
such meeting, or, if not so specified, at the place where such meeting is
to be
held. The list also shall be produced and kept at the time and place of the
meeting of the stockholders during the whole time thereof, and may be inspected
by any stockholder who is present.
2.5 ACTION
BY WRITTEN CONSENT OF STOCKHOLDERS.
(a) Subject
to restrictions imposed by the Corporation's Articles of Incorporation or
by
applicable law, any action required or permitted to be taken at any annual
or
special meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding
stock
having not less than the minimum number of votes that would be necessary
to
authorize or take such action at a meeting at which all shares entitled to
vote
thereon were present and voted and shall be delivered to the Corporation's
Secretary. Prompt notice of the taking of the Corporate action without a
meeting
by less than unanimous written consent shall, to the extent required by law,
be
given to those stockholders who have not consented in writing and who, if
the
action had been taken at a meeting, would have been entitled to notice of
the
meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were
delivered to the Corporation.
(b) The
Board of Directors may fix a record date for the determination of stockholders
entitled to consent to corporate action in writing without a meeting, 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 date shall not
be
more than 10 days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date is set, the
record
date 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 Secretary of the
Corporation.
2.6 CONDUCT
OF MEETINGS. The Chairman of the Board shall have full and
complete authority to determine the agenda, to set the procedures and order
the
conduct of meetings, all as deemed appropriate by such person in his sole
discretion with due regard to the orderly conduct of business.
2.7 ACTION
AT MEETINGS OF STOCKHOLDERS.
(a) No
business may be transacted at an annual meeting of stockholders, other than
business that is either (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
(ii)
otherwise properly brought before the annual meeting by or at the direction
of
the Board of Directors or (iii) otherwise properly brought before the annual
meeting by any stockholder of the Corporation (A) who is a stockholder of
record
on the date of the giving of the notice provided for in this Section 2.7
and on
the record date for the determination of stockholders entitled to vote at
such
annual meeting and (B) who complies with the notice procedures set forth
in this
Section 2.7.
(b) In
addition to any other applicable requirements, for business properly to be
brought before an annual meeting by a stockholder, such stockholder must
have
given timely notice thereof in proper written form to the Chairman of the
Board,
if any, the Chief Executive Officer, President, or the Secretary of the
Corporation.
(c) To
be timely, a stockholder's notice that includes a proposal for the Corporation's
annual meeting must be received at the principal executive offices of the
Corporation not less than 120 days before the date of the Corporation's proxy
statement released to stockholders in connection with the previous year's
annual
meeting; provided, however, that in the event the Corporation did not hold
an
annual meeting the previous year or if the date of this year's annual meeting
has been changed by more than 30 days from the date of the previous year's
meeting, then the deadline is a reasonable time before the Corporation begins
to
print and mail its proxy materials. For a stockholder's notice that includes
a
proposal for a meeting of stockholders other than a regularly scheduled annual
meeting, the deadline is a reasonable time before the Corporation begins
to
print and mail its proxy materials. Notwithstanding any of the provisions
contained herein, any notice that includes a proposal that seeks action by
the
Corporation's stockholders at any meeting will comply with the guidelines
established by Regulation 14A of the Securities Exchange Act of 1934, as
amended; to the extent such regulation is then applicable to the
Corporation.
(d) To
be in proper written form, a stockholder's notice must set forth, as to each
matter such stockholder proposes to bring before the annual meeting, (i)
a brief
description of the business desired to be brought before the annual meeting
and
the reasons for conducting such business at the annual meeting, (ii) the
name
and record address of such stockholder, (iii) the class or series and number
of
shares of capital stock of the Corporation that are owned beneficially or
of
record by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business
by such
stockholder and any material interest of such stockholder in such business
and
(v) a representation that such stockholder intends to appear in person or
by
proxy at the annual meeting to bring such business before the
meeting.
(e) No
business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures
set
forth in this Section 2.7; provided, however, that, once business has been
brought properly before the annual meeting in accordance with such procedures,
nothing in this Section 2.7 may be deemed to preclude discussion by any
stockholder of any such business. If the Chairman of an annual meeting
determines that business was not brought properly before the annual meeting
in
accordance with the foregoing procedures, the chairman will declare to the
meeting that the business was not brought properly before the meeting and
such
business will not be transacted.
(f) Whenever
all parties entitled to vote at any meeting consent either by a writing on
the
records of the meeting or filed with the Secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if had at a meeting regularly called and noticed, and
at
such meeting any business may be transacted, which is not excepted from the
written consent or to the consideration of which no objection for want of
notice
is made at the time, and if any meeting be irregular for want of notice or
of
such consent, provided a quorum was present at such meeting, the proceedings
of
said meeting may be ratified and approved and rendered likewise valid and
the
irregularity or defect therein waived by a writing signed by all parties
having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney
must be
in writing.
(g) Whenever
any notice whatever is required to be given under the provisions of Nevada
law,
of the Articles of Incorporation or of these Bylaws, 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
thereto.
2.8 RECORD
DATE.
(a) In
order that the Corporation may determine the stockholders entitled to notice
of
or to vote at any meeting of the stockholders or any adjournment thereof,
or
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitlement to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not
be
more than sixty nor less than ten days prior to the date of such meeting.
If not
fixed by the Board of Directors, the record date shall be determined as provided
by law.
(b) A
determination of stockholders of record entitled to notice of or to vote
at a
meeting of the stockholders shall apply to any adjournments of the meeting,
unless the Board of Directors fixes a new record date for the adjourned
meeting.
(c) Holders
of stock on the record date are entitled to notice and to vote or to receive
the
dividend, distribution or allotment of rights or to exercise the rights,
as the
case may be, notwithstanding any transfer of the shares set forth in the
stock
ledger of the Corporation after the record date, except as otherwise provided
by
agreement or by law, the Articles of Incorporation or these Bylaws.
2.9 INFORMALITIES
AND IRREGULARITIES. All informalities or irregularities in any
call or notice of a meeting of the stockholders or in the areas of credentials,
proxies, quorums, voting and similar matters, will be deemed waived if no
objection is made at the meeting.
ARTICLE
III
BOARD
OF DIRECTORS
3.1 GENERAL
POWERS. Unless otherwise restricted by law, the Articles of
Incorporation or these Bylaws as to action which shall be authorized or approved
by the stockholders, and subject to the duties of directors as prescribed
by
these 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. The Board of Directors may delegate the management of
the
day-to-day operation of the business of the Corporation to a management company
or other person, provided that the business and affairs of the Corporation
will
be managed, and all corporate powers shall be exercised, under the ultimate
direction and responsibility of the Board of Directors.
3.2 ELECTION
OF DIRECTORS.
(a) NUMBER,
QUALIFICATION AND TERM OF OFFICE. The exact number of directors of the
Corporation shall not be less than three or more than nine. The authorized
number of directors may from time to time be increased or decreased by
resolution of the directors of the Corporation amending this provision of
the
Bylaws in compliance with Section 8.5 of Article VIII. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his or her term in office. Beginning with the
Corporation’s annual meeting of stockholders to be held in 2007, the directors
shall be elected for terms lasting until the next annual meeting of stockholders
following their election, and until their successors are elected and qualified,
subject to their earlier death, resignation or removal from the Board of
Directors.
(b) RESIGNATION.
Any director may resign from the Board of Directors at any time by giving
written notice to the Secretary of the Corporation. Any such resignation
shall
take effect at the time specified therein, or if the time when such resignation
shall become effective shall not be so specified, then such resignation shall
take effect immediately upon its receipt by the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to
make it effective.
(c) VACANCIES.
Vacancies and new directorships resulting from an increase in the authorized
number of directors may be filled by a majority of the directors then in
office,
though less than a quorum, or by the sole remaining director. If no directors
are in office, an election may be held as provided by statute. A director
elected to fill a vacancy shall be elected for the unexpired term of his
or her
predecessor in office. A directorship to be filled by reason of an increase
in
the number of directors may be filled by the Board of Directors for a term
of
office continuing only until the next annual meeting or the next election
of one
or more directors by the stockholders at a special meeting of stockholders
called for that purpose. Any director may be removed from office only in
accordance with the Articles of Incorporation.
3.3 MEETINGS
OF THE BOARD OF DIRECTORS.
(a) REGULAR
MEETINGS. Regular meetings of the Board of Directors shall be held without
notice at such time and place as shall from time to time be determined by
the
Board of Directors:
(i) at
such times as the Board of Directors shall from time to time by resolution
determine; and
(ii) one
half-hour prior to any special meeting of the stockholders and immediately
following the adjournment of any annual or special meeting of the
stockholders.
(b) SPECIAL
MEETINGS.
(i) Special
meetings of the Board of Directors may be called by the Chairman of the Board,
the Chief Executive Officer or the President, and will be called by the
Secretary at the written request of two or more directors. Notice of the
time
and place of special meetings of the Board of Directors shall be given by
the
Secretary or an Assistant Secretary of the Corporation, or by any other officer
authorized by the Board of Directors. Such notice shall be given to each
director personally or by mail, messenger, telephone, telegraph or electronic
mail at such director's business, residence or electronic address. Notice
by
mail shall be deposited in the United States mail, postage prepaid, not later
than the fifth day prior to the date fixed for such special meeting. Notice
by
telephone, telegraph or electronic mail shall be sent, and notice given
personally or by messenger shall be delivered, at least twenty-four hours
prior
to the time set for such special meeting. Notice of a special meeting of
the
Board of Directors need not contain a statement of the purpose of such special
meeting.
(ii) Whenever
all parties entitled to vote at any meeting consent either by a writing on
the
records of the meeting or filed with the Secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if they had occurred at a meeting regularly called and
noticed, and at such meeting any business may be transacted, which is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time, and if any meeting be irregular for
want
of notice or of such consent, provided a quorum was present at such meeting,
the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by
all
parties having the right to vote at such meeting; and such consent or approval
of directors may be by proxy or attorney, but all such proxies and powers
of
attorney must be in writing.
(iii) Whenever
any notice whatsoever is required to be given under the provisions of Nevada
law, of the Articles of Incorporation or of these Bylaws, 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
thereto.
(c) ADJOURNED
MEETINGS. A majority of directors present at any regular or special
meeting of the Board of Directors or any committee thereof, whether or not
constituting a quorum, may adjourn any meeting from time to time until a
quorum
is present or otherwise, however, notice of the time and place of holding
any
adjourned meeting shall be required as provided in Section 3.3(b) of these
Bylaws.
(d) PLACE
OF MEETINGS. Meetings of the Board of Directors, both regular and special,
may be held either within or without the State of Nevada.
(e) PARTICIPATION
BY TELEPHONE. Members of the Board of Directors or any committee may
participate in any meeting of the Board of Directors or committee through
the
use of conference telephone or similar communications equipment, so long
as all
members participating in such meeting can hear one another, and such
participation shall constitute presence in person at such meeting.
(f) QUORUM.
At all meetings of the Board of Directors or any committee thereof, a majority
of the total number of directors of the entire then authorized Board of
Directors or such committee shall constitute a quorum for the transaction
of
business and the act of a majority of the directors present at any such meeting
at which there is a quorum shall be the act of the Board of Directors or
any
committee, except as may be otherwise specifically prohibited by law, the
Articles of Incorporation or these Bylaws. A meeting of the Board of Directors
or any committee at which a quorum initially is present may continue to transact
business notwithstanding the withdrawal of directors so long as any action
is
approved by at least a majority of the required quorum for such meeting.
Any
action of a majority, although not at a regularly called meeting, and the
record
thereof, if assented to in writing by all of the other member of the Board
of
Directors, shall be as valid and effective in all respects as if passed by
the
Board of Directors in a regular meeting.
(g) WAIVER
OF NOTICE. The transactions of any meeting of the Board of Directors or
any committee, 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 hold 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.
3.4 ACTION
WITHOUT MEETING. Any action required or permitted to be taken by
the Board of Directors at any meeting or at any meeting of a committee may
be
taken without a meeting if all members of the Board of Directors or such
committee consent in writing and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors or such
committee.
3.5 COMPENSATION
OF DIRECTOR. Unless otherwise restricted by law, the Articles of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be
paid
a fixed sum for attendance at each meeting of the Board of Directors or a
stated
salary as a director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of committees of the Board of Directors may be allowed like compensation
for attending committee meetings.
3.6 COMMITTEES
OF THE BOARD.
(a) EXECUTIVE
COMMITTEE. The Board of Directors may, by resolution adopted by a majority
of the whole Board, name two or more of its members and General Counsel,
or such
other legal advisor as it deems appropriate, as an Executive Committee. Such
Executive Committee will have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation
while
the Board is not in session, subject to such limitations as may be included
in
the Board's resolution; provided, however, that such Executive Committee
shall
not have the authority of the Board of Directors in reference to the following
matters: (1) the submission to stockholders of any action that requires the
authorization or approval under applicable law; (2) the filling of vacancies
on
the Board of Directors or in any committee of the Board of Directors; (3)
the
amendment or repeal of these Bylaws, or the adoption of new bylaws; and (4)
the
fixing of compensation of Directors for serving on the Board or on any Committee
of the Board of Directors. A majority of those named to the Executive Committee
will constitute a quorum and the Committee may at any time act by the written
consent of a quorum thereof, although not formally convened.
(b) OTHER
COMMITTEES. The Board of Directors may from time to time, by resolution
adopted by a majority of the whole Board, appoint other standing or temporary
Committees consisting of at least one current member of the Board of Directors,
and such other individuals as the Board of Directors may determine. These
Committees will be vested with such powers as the Board may include in its
resolution; provided, however, that such Committees shall be restricted in
their
authority that all actions taken are subject to review and ratification by
the
Executive Committee and the Board of Directors. A majority of those named
to any
such Committees will constitute a quorum and the Committee may at any time
act
by the written consent of a quorum thereof, although not formally
convened.
(c) MINUTES
OF MEETINGS. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
3.7 INTERESTED
DIRECTORS. In addition to the statutory and corporate common law
of Nevada, no contract or transaction between the Corporation and one or
more of
its directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board of
Directors or committee thereof, which authorizes the contract or transaction,
or
solely because his, her or their votes are counted for such purpose if (i)
the
material facts as to his, her or their relationship or interest and as to
the
contract or transaction are disclosed or are known to the Board of Directors
in
good faith authorizes the contract or transaction by the affirmative votes
of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (ii) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed
or
are known to the stockholders entitled to vote thereon, and the contract
or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of
the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof or the stockholders. Interested directors may be counted
in
determining the presence of a quorum at a meeting of the Board of Directors
or
of the duly appointed Executive Committee, which authorizes the contract
or
transaction.
ARTICLE
IV
OFFICERS
4.1 OFFICERS.
(a) NUMBER.
The officers of the Corporation shall be chosen by the Board of Directors
and
will include a Chairman of the Board of Directors (who must be a director
as
chosen by the Board of Directors), a President, Secretary and a Treasurer
and
may include Chief Officers and any number of Vice-Presidents. The Board of
Directors also may appoint one or more Assistant Secretaries or Assistant
Treasurers and such other officers and agents with such powers and duties
as it
shall deem necessary. Any Vice President may be given such specific designation
as may be determined from time to time by the Board of Directors. Any number
of
offices may be held by the same person, unless otherwise restricted by law,
the
Articles of Incorporation or these Bylaws. The Board of Directors may delegate
to any other officer of the Corporation the power to choose such other officers
and to prescribe their respective duties and powers.
(b) ELECTION
AND TERM OF OFFICE. The officers shall be elected annually by the Board of
Directors at its regular meeting following the annual meeting of the
stockholders and each officer shall hold office until the next annual election
of officers and until such officer's successor is elected and qualified,
or
until such officer's death, resignation or removal. Any officer may be removed
at any time, with or without cause, by a vote of the majority of the whole
Board
of Directors or by an officer upon whom such power of removal may be conferred
by the Board of Directors. Any vacancy occurring in any office may be filled
by
the Board of Directors.
(c) SALARIES.
The salaries of all officers of the Corporation shall be fixed by the Board
of
Directors or a committee thereof from time to time.
4.2 CHAIRMAN
OF THE BOARD OF DIRECTORS. The Board of Directors will elect a
Chairman to serve as a Non-Executive Officer of the Corporation. The Chairman
will preside at all meetings of the Board of Directors and be vested with
such
other powers and duties as the Board may from time to time delegate to
him.
4.3 CHIEF
OFFICERS. The Board of Directors may elect a Chief Executive
Officer, a Chief Financial Officer and a Chief Operating Officer. The Chief
Executive Officer shall be the presiding officer over all business affairs
of
the Corporation, subject only to the direction of the Board of Directors.
The
Chief Financial Officer of the Corporation shall be the presiding officer
over
the financial affairs of the Corporation, subject only to the direction of
the
Board of Directors and the Chief Executive Officer. The Chief Operating Officer
of the Corporation shall be the presiding officer over the operational affairs
of the Corporation, subject only to the direction of the Board of Directors
and
the Chief Executive Officer. Except as may otherwise be specifically provided
in
a resolution of the Board of Directors, the Chief Officers will be proper
officers to sign on behalf of the Corporation any deed, bill of sale,
assignment, option, mortgage, pledge, note, bond, evidence of indebtedness,
application, consent (to service of process or otherwise), agreement, indenture
or other instrument of any significant importance to the
Corporation.
4.4 PRESIDENT.
The President, absent the election of a Chief Executive Officer, will supervise
the business and affairs of the Corporation and the performance by all of
its
other officers, excluding Chief Officers, of their respective duties, subject
to
the control of the Board of Directors. Absent the election of a Chief Executive
Officer by the Board of Directors, the President will be the Chief Executive
Officer of the Corporation. Except as may otherwise be specifically provided
in
a resolution of the Board of Directors, the President will be a proper officer
to sign on behalf of the Corporation any deed, bill of sale, assignment,
option,
mortgage, pledge, note, bond, evidence of indebtedness, application, consent
(to
service of process or otherwise), agreement, indenture or other instrument
of
any significant importance to the Corporation. The President may represent
the
Corporation at any meeting of the stockholders of any other Corporation in
which
this Corporation then holds shares, and may vote this Corporation's shares
in
such other corporation in person or by proxy appointed by him, provided that
the
Board of Directors may from time to time confer the foregoing authority upon
any
other person or persons. The President may designate any Vice President to
perform any acts, on behalf of the Corporation, in his place.
4.5 VICE
PRESIDENTS. One or more Vice Presidents may be elected by the
Board of Directors each of whom (in the order designated by the Board) will
be
vested with all of the powers and charged with all of the duties (including
those herein before specifically set forth) of the President in the event
of his
absence or disability. Each Vice President will perform such other duties
as may
from time to time be delegated or assigned to him/her by the Board of Directors,
Chief Executive Officer, Chief Operating Officer or the President, in that
order.
4.6 SECRETARY
AND ASSISTANT SECRETARIES. The Secretary will keep the minutes of
meetings of the stockholders, Board of Directors and any Committee, and all
unanimous written consents of the stockholders, Board of Directors and any
Committee of the Corporation, see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by applicable law, be
custodian of the corporate seal and corporate records, and, in general, perform
all duties incident to his office. Except as may otherwise be specifically
provided in a resolution of the Board of Directors, the Secretary and each
Assistant Secretary will be a proper officer to take charge of the Corporation's
stock ledger, and to compile the voting record, and to impress the Corporation's
Seal on any instrument signed by a duly authorized or empowered officer,
and to
attest to the same.
4.7 TREASURER
AND ASSISTANT TREASURERS. The Treasurer, absent the election of a
Chief Financial Officer, shall serve as the Chief Financial Officer and will
maintain the financial records of the Corporation and supervise all Corporate
reporting with any and all government agencies. The Treasurer will keep full
and
accurate accounts of receipts and disbursements in books belonging to the
Corporation, and will cause all money and other valuable effects to be deposited
in the name and to the credit of the Corporation in such depositories, subject
to withdrawal in such manner as may be designated by the Board of Directors
and
the Chief Executive Officer. The Treasurer will render to the Chief Executive
Officer, President and to the Directors (at the regular meetings of the Board
or
whenever they may require), an account of all his transactions, as Treasurer,
and of the financial condition of the Corporation.
ARTICLE
V
INDEMNIFICATION
AND INSURANCE
5.1 RIGHT
TO INDEMNIFICATION. Subject to the terms and conditions of this
Article V, each officer or director of the Corporation who was or is made
a
party or witness or is threatened to be made a party or witness to or is
otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a “proceeding”), by reason of the fact that he is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation
or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans (hereinafter an “indemnitee”), whether
the basis of such proceeding is alleged action or inaction in an official
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the general corporate law of Nevada as set forth in Section
78 et.
seq. of the Nevada Revised Statutes (“GCL”), as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that
such
amendment permits the Corporation to provide broader indemnification rights
than
such law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorney's fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the indemnitee's
heirs, executors and administrators; provided, however, that, except as provided
in Article V hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only
if such proceeding (or part thereof) was authorized by the Board of Directors
of
the Corporation. The right to indemnification conferred in this Section shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an “advancement of expenses”); provided, however, that if the GCL requires an
advancement of expenses incurred by an indemnitee, such advancement of expenses
shall be made only upon delivery to the Corporation of an undertaking in
the
form then required by the GCL (if any), by or on behalf of such indemnitee,
with
respect to the repayment of amounts so advanced (hereinafter an
“undertaking”).
5.2 RIGHT
TO INDEMNITEE TO BRING SUIT. If a claim under Section 5.1 of this
Article V is not paid in full by the Corporation within sixty days after
a
written claim has been received by the Corporation, except in the case of
a
claim for an advancement of expenses, in which case the applicable period
shall
be twenty days, the indemnitee may at any time thereafter bring suit against
the
Corporation to recover the unpaid amount of the claim. If successful in whole
or
in part in any such suit or in a suit brought by the Corporation to recover
an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expenses of prosecuting or defending
such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that,
and
(ii) any suit by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking the Corporation shall be entitled to recover
such
expenses upon a final adjudication that, the indemnitee has not met the
applicable standard of conduct set forth in the GCL. Neither the failure
of the
Corporation (including the Board of Directors, independent legal counsel,
or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth
in
the GCL, nor an actual determination by the Corporation (including its Board
of
Directors, independent legal counsel or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption
that
the indemnitee has not met the applicable standard of conduct or, in the
case of
such suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right hereunder, or by the Corporation
to
recover an advancement of expenses pursuant to he terms of an undertaking,
the
burden of proving that the indemnitee is not entitled to be indemnified or
to
such advancement of expenses under this Section or otherwise shall be on
the
Corporation.
5.3 SPECIFIC
LIMITATIONS ON INDEMNIFICATION. Notwithstanding anything in this
Article to the contrary, the Corporation shall not be obligated to make any
payment to any indemnitee with respect to any proceeding (i) to the extent
that
payment is actually made to the indemnitee under any insurance policy, or
is
made to indemnitee by the Corporation or an affiliate thereof otherwise than
pursuant to this Article, (ii) for any expense, liability or loss in connection
with a proceeding settled without the Corporation's written consent, which
consent, however, shall not be unreasonably withheld, (iii) for an accounting
of
profits made from the purchase or sale by the indemnitee of securities of
the
Corporation within the meaning of Section 16(b) of the Securities Exchange
Act
of 1934, as amended, or similar provisions of any state statutory or common
law,
(iv) where the indemnitee acted in bad faith or with gross negligence, or
(v)
where prohibited by applicable law.
5.4 CONTRACT.
The provisions of this Article shall be deemed to be a contract between the
Corporation and each director and officer who serves in such capacity at
any
time while such Section is in effect, and any repeal or modification thereof
shall not affect any rights or obligations then existing with respect to
any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter based in whole or in part upon any such state of
facts.
5.5 PARTIAL
INDEMNITY. If the indemnitee is entitled under any provision of
this Article to indemnification by the Corporation for some or a portion
of the
expenses, liabilities or losses incurred in connection with a proceeding
but
not, however, for the entire amount thereof, the Corporation shall nevertheless
indemnify the indemnitee for the portion thereof to which the indemnitee
is
entitled. Moreover, notwithstanding any other provision of this Article,
to the
extent that the indemnitee has been successful on the merits or otherwise
in
defense of any or all claims relating in whole or in part to a proceeding
or in
defense of any issue or matter therein, including dismissal without prejudice,
the indemnitee shall be indemnified against all loss, expense and liability
incurred in connection with the portion of the proceeding with respect to
which
indemnitee was successful on the merits or otherwise.
5.6 NON-EXCLUSIVITY
OF RIGHTS. The rights to indemnification and to the advancement
of expenses conferred in this Article shall not be exclusive of any other
right
which any person may have or hereafter acquire under any statute, the Articles
of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.
5.7 INSURANCE.
The Corporation may maintain insurance, at its expense, to protect itself
and
any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any
expense, liability or loss, whether or not the Corporation would have the
power
to indemnify such person against such expense, liability or loss under the
GCL.
5.8 INDEMNIFICATION
OF EMPLOYEES AND AGENTS OF THE CORPORATION. The Corporation may,
to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification and to the advancement of expenses, to any employee
or
agent of the Corporation to the fullest extent of the provisions of this
Article
with respect to the indemnification and advancement of expenses of directors
and
officers of the Corporation, or to such lesser extent as may be determined
by
the Board of Directors.
5.9 NOTICE
BY INDEMNITEE AND DEFENSE OF CLAIM. The indemnitee shall promptly
notify the Corporation in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to
any
matter, whether civil, criminal, administrative or investigative, but the
omission so to notify the Corporation will not relieve it from any liability
which it may have to the indemnitee if such omission does not prejudice the
Corporation's rights. If such omission does prejudice the Corporation's rights,
the Corporation will be relieved from liability only to the extent of such
prejudice; nor will such omission relieve the Corporation from any liability
which it may have to the indemnitee otherwise than under this Article V.
With
respect to any proceedings as to which the indemnitee notifies the Corporation
of the commencement thereof:
(a) The
Corporation will be entitled to participate therein at its own expense;
and
(b) The
Corporation will be entitled to assume the defense thereof, with counsel
reasonably satisfactory to the indemnitee; provided, however, that the
Corporation shall not be entitled to assume the defense of any proceeding
(and
this Section 5.9 shall be inapplicable to such proceeding) if the indemnitee
shall have reasonably concluded that there may be a conflict of interest
between
the Corporation and the indemnitee with respect to such proceeding. After
notice
from the Corporation to the indemnitee of its election to assume the defense
thereof, the Corporation will not be liable to the indemnitee under this
Article
V for any expenses subsequently incurred by the indemnitee in connection
with
the defense thereof, other than reasonable costs of investigation or as
otherwise provided below. The indemnitee shall have the right to employ his
own
counsel in such proceeding but the fees and expenses of such counsel incurred
after notice from the Corporation of its assumption of the defense thereof
shall
be at the expense of the indemnitee unless:
(i) The
employment of counsel by the indemnitee has been authorized by the Corporation
in writing; or
(ii) The
Corporation shall not have employed counsel to assume the defense in such
proceeding or shall not have assumed such defense and be acting in connection
therewith with reasonable diligence; in each of which cases the fees and
expenses of such counsel shall be at the expense of the
Corporation.
(c) The
Corporation shall not settle any proceeding in any manner which would impose
any
penalty or limitation on the indemnitee without the indemnitee's written
consent; provided, however, that the indemnitee will not unreasonably withhold
his consent to any proposed settlement.
ARTICLE
VI
CERTIFICATES
FOR SHARES AND THEIR TRANSFER
6.1 CERTIFICATES
FOR SHARES. Unless otherwise provided by a resolution of the
Board of Directors, the shares of the Corporation shall be represented by
a
certificate. The certificates of stock of the Corporation shall be numbered
and
shall be entered in the stock ledger of the Corporation as they are issued.
They
shall exhibit the holder's name and number of shares and shall be signed
by or
in the name of the Corporation by (a) the Chief Executive Officer, or the
President and (b) the Secretary or any Assistant Secretary. Any or all of
the
signatures on a certificate may be by facsimile. In case any officer of the
Corporation, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon such certificate, shall have ceased to be
such
officer, transfer agent or registrar before such certificate is issued, such
certificate may nevertheless be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of
issuance.
6.2 CLASSES
OF STOCK.
(a) If
the Corporation shall be authorized to issue more than one class of stock
or
more than one series of any class, the powers, designations, preferences
and
relative participating, optional or other special rights of each class of
stock
or series thereof and the qualification, limitations, or restrictions of
such
preferences or rights shall be set forth in full or summarized on the face
or
back of the certificate that the Corporation shall issue to represent such
class
or series of stock; provided, that, except as otherwise provided in Section
78.195(5) of the Nevada Revised Statutes in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate that the
Corporation shall issue to represent such class or series of stock, a statement
that the Corporation will furnish without charge to each stockholder who
so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof
and
the qualifications, limitations or restrictions of such preferences or
rights.
(b) Within
a reasonable time after the issuance or transfer of uncertified stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to applicable law (including Sections 78.195, 78.205, 78.235 and
78.242
of the Nevada Revised Statutes) or a statement that the Corporation will
furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights
of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights.
6.3 TRANSFER.
Subject to applicable federal and state securities laws, upon surrender to
the
Corporation or the transfer agent of the Corporation of a certificate for
shares
duly endorsed or accompanied by proper evidence of succession, assignation
or
authority to transfer, it shall be the duty of the Corporation to issue a
new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its stock ledger. Upon receipt of proper transfer
instructions from the registered owner of uncertified shares, such uncertified
shares shall be canceled, issuance of new equivalent uncertified shares or
certified shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the stock ledger of the
Corporation.
6.4 RECORD
OWNER. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof, and,
accordingly, 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 laws
of
the State of Nevada.
6.5 LOST
CERTIFICATES. The Board of Directors may direct a new certificate
or certificates or uncertified shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been
lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertified
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen
or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as the Board of Directors shall require to give the
Corporation a bond in such sum as it may direct as indemnity against any
claim
that may be made against the Corporation with respect to the certificate
alleged
to have been lost stolen or destroyed.
6.6 DIVIDENDS.
In the event a dividend is declared, the stock transfer books will not be
closed
but a record date will be fixed by the Board of Directors, and only stockholders
of record on that date shall be entitled to the dividend.
ARTICLE
VII
EMERGENCY
PROVISIONS
7.1 GENERAL.
THE PROVISIONS OF THIS ARTICLE VII WILL BE OPERATIVE ONLY DURING A NATIONAL
EMERGENCY DECLARED BY THE PRESIDENT OF THE UNITED STATES OR THE PERSON
PERFORMING THE PRESIDENT'S FUNCTIONS, OR IN THE EVENT OF A NUCLEAR, ATOMIC,
OR
OTHER ATTACK ON THE UNITED STATES OR A DISASTER MAKING IT IMPOSSIBLE OR
IMPRACTICABLE FOR THE CORPORATION TO CONDUCT ITS BUSINESS WITHOUT RECOURSE
TO
THE PROVISIONS OF THIS ARTICLE VII. Said provisions in such event shall override
all other Bylaws of this Corporation in conflict with any provisions of this
Article VII, and shall remain operative so long as it remains impossible
or
impracticable to continue the business of the Corporation otherwise, but
thereafter shall be inoperative; provided that all actions taken in good
faith
pursuant to such provisions shall thereafter remain in full force and effect
unless and until revoked by action taken in accordance with the provisions
of
the Bylaws (other than those contained in this Article VII).
7.2 UNAVAILABLE
DIRECTORS. All Directors of the Corporation who are not available
to perform their duties as Directors by reason of physical or mental incapacity
or for any other reason or who are unwilling to perform their duties or whose
whereabouts are unknown shall automatically cease to be Directors, with like
effect as if such persons had resigned as Directors, so long as such
unavailability continues.
7.3 AUTHORIZED
NUMBER OF DIRECTORS. The authorized number of Directors shall be
the number of Directors remaining after eliminating those who have ceased
to be
Directors pursuant to Section 7.2 hereof, or the minimum number required
by law,
whichever number is greater, until such time as the vacancy created thereby
can
be filled, or the applicable provisions of these Bylaws can be amended to
reflect such change.
7.4 QUORUM.
The number of Directors necessary to constitute a quorum shall be one-third
of
the authorized number of Directors as specified in the foregoing Section
7.3, or
such other minimum number as, pursuant to the law or lawful decree then in
force, it is possible for the Bylaws of a Corporation to specify.
7.5 CREATION
OF EMERGENCY COMMITTEE. In the event the number of Directors
remaining after eliminating those who have ceased to be Directors pursuant
to
Section 7.2 of this Article VII is less than the minimum number of authorized
Directors required by law, then until the appointment of additional Directors
to
make up such required minimum, all the powers and authorities, which the
Board
could by law delegate, including all powers and authorities which the Board
could delegate to a committee, shall be automatically vested in an emergency
committee (the “Emergency Committee”), and the Emergency Committee shall
thereafter manage the affairs of the Corporation pursuant to such powers
and
authorities and shall have all such other powers and authorities as may by
law
or lawful decree be conferred on any person or body of persons during a period
of emergency.
7.6 CONSTITUTION
OF EMERGENCY COMMITTEE. The Emergency Committee shall consist of
all the Directors remaining after eliminating those who have ceased to be
Directors pursuant to Section 7.2 of this Article VII, provided that such
remaining Directors are not less than three in number (unless such lesser
number
would otherwise be permissible under applicable law if no emergency existed).
In
the event such remaining Directors are less than three in number (and such
number is not otherwise permitted under applicable law), then the Emergency
Committee shall consist of three persons, who shall be the remaining Director
or
Directors plus either one or two officers or employees of the Corporation,
as
the remaining Director or Directors may in writing designate. If there is
no
remaining Director, the Emergency Committee shall consist of the three most
senior officers of the Corporation who are available to serve, and if and
to the
extent such officers are not available, the most senior employees of the
Corporation. Seniority shall be determined in accordance with any designation
of
seniority in the minutes of the proceedings of the Board, and in the absence
of
such designation, shall be determined by the highest rate of remuneration.
In
the event that there are no remaining Directors and no officers or employees
of
the Corporation available, the Emergency Committee shall consist of three
persons designated in writing by the Shareholder owning the largest number
of
shares of record as of the date of the last record date.
7.7 POWERS
OF EMERGENCY COMMITTEE. The Emergency Committee, once appointed,
shall govern its own procedures and shall have power to increase the number
of
members thereof beyond the original number, and in the event of a vacancy
or
vacancies therein, arising at any time, the remaining member or members of
the
Emergency Committee shall have the power to fill such vacancy or vacancies.
In
the event at any time after its appointment, all members of the Emergency
Committee shall die or resign or become unavailable to act for any reason
whatsoever, a new Emergency Committee shall be appointed in accordance with
the
foregoing provisions of this Article VII.
7.8 DIRECTORS
BECOMING AVAILABLE. Any person who has ceased to be a Director
pursuant to the provisions of Section 7.2 of this Article VII and who thereafter
becomes available to serve as a Director shall automatically become a member
of
the Emergency Committee.
7.9 ELECTION
OF BOARD OF DIRECTORS. The Emergency Committee shall, as soon
after its appointment as is practicable, take all requisite action to secure
the
election of a board of directors, and upon such election all the powers and
authorities of the Emergency Committee shall be vested therein, and the
Emergency Committee shall thereafter cease.
7.10 TERMINATION
OF EMERGENCY COMMITTEE. In the event, after the appointment of an
Emergency Committee, a sufficient number of persons who ceased to be Directors
pursuant to Section 7.2 of this Article VII become available to serve as
Directors, so that if they had not ceased to be Directors as aforesaid, there
would be enough Directors to constitute the minimum number of Directors required
by law, then all such persons shall automatically be deemed to be reappointed
as
Directors, the powers and authorities of the Emergency Committee shall again
be
vested in the Board, and the Emergency Committee shall thereafter
cease.
ARTICLE
VIII
MISCELLANEOUS
8.1 EXECUTION
OF INSTRUMENTS. The Board of Directors may, in its discretion,
determine the method and designate the signatory officer or officers, or
other
persons, to execute any corporate instrument or document or to sign the
corporate name without limitation, except where otherwise provided by law,
the
Articles of Incorporation or these Bylaws. Such designation may be general
or
confined to specific instances.
8.2 VOTING
OF SECURITIES OWNED BY THE CORPORATION. All stock and other
securities of other corporations held by the Corporation shall be voted,
and all
proxies with respect thereto shall be executed, by the person so authorized
by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board.
8.3 CORPORATE
SEAL. A corporate seal shall not be requisite to the validity of
any instrument executed by or on behalf of the Corporation.
8.4 CONSTRUCTION
AND DEFINITIONS. Unless the context requires otherwise the
general provisions, rules of construction and definitions in the Nevada Revised
Statutes and the Articles of Incorporation shall govern the construction
of
these Bylaws.
8.5 AMENDMENTS.
These Bylaws may be altered, amended or repealed by a majority vote of the
Board of Directors or the stockholders.
8.6 DESCRIPTIVE
HEADINGS. The descriptive headings of the paragraphs of these
Bylaws are inserted for convenience only and shall not control or affect
the
meaning or construction of any provision hereof.
8.7 REFERENCE
THERETO. Any reference herein made to the Corporation's Articles
will be deemed to refer to its Articles of Incorporation and all Amendments
thereto as at any given time on file with the Nevada Secretary of State,
together with any and all certificates theretofore filed by the Corporation
with
the Nevada Secretary of State pursuant to applicable law.
8.8 SENIORITY
THEREOF. The Articles will in all respects be considered senior
and superior to these Bylaws, with any inconsistency to be resolved in favor
of
the Articles, and with these Bylaws to be deemed automatically amended from
time
to time to eliminate any such inconsistency which may then exist.
8.9 NUMBER
AND GENDER. Whenever used herein, the singular number shall
include the plural and the singular, and the use of any gender shall be
applicable to all genders.
CERTIFICATE
OF ADOPTION
The
undersigned Secretary of the Corporation hereby certifies that the foregoing
Amended and Restated Bylaws of LIVEDEAL, INC., a Nevada corporation (the
“Corporation”), constitute the Bylaws of said Corporation, duly adopted and
approved, pursuant to a resolution of the Board of Directors.
August
13, 2007
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/s/
John Raven
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Corporate
Secretary
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