EXHIBIT 3.1

 

AMENDED AND RESTATED

BY-LAWS

 

 

 

 

 

Section 1 .  Principal Office.  The principal office of the Corporation shall be fixed or may be changed by approval of a majority of the authorized Directors.

 

Section 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 fromtime to time determine.

 

ARTICLE II

MEETING OF STOCKHOLDERS

 

Section 1 .  Place of Meetings.  Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, eitherwithin or without the State of Nevada as shall be designated from time to time by the Board of Directors and stated in the notice of themeeting or in a duly executed waiver of notice thereof.

 

Section 2 .  Annual Meetings.  The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by theBoard of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Boardof Directors, and transact such other business as may properly be brought before the meeting.  Written notice of the Annual Meetingstating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than tennor more than sixty days before the date of the meeting.

 

Section 3 .  Special Meetings.  Unless otherwise prescribed by law or by the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes,may be called by either (i) the Chairman, if there be one, or (ii) the President, and shall be called by any such officer at the requestin writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the capital stockof the Corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposedmeeting.  Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for whichthe meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitledto vote at such meeting.

 

Section 4 .  Quorum.   Exceptas otherwise provided by law or by the Articles of Incorporation, the holders of a majority of the capital stock issued and outstandingand entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholdersfor the transaction of business.  If, however, such quorum shall not be present or represented at any meeting of the stockholders,the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from timeto time, without notice other than announcement at the meeting, of the time and place of the adjourned meeting, until a quorum shallbe present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transactedwhich might have been transacted at the meeting as originally noticed.  If the adjournment is for more than thirty days, or if afterthe adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholderentitled to vote at the meeting.

 

 

 

 

Section 5 .  Voting.   Unlessotherwise required by law, the Articles of Incorporation or these By-Laws, any question brought before any meeting of stockholders shallbe decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat.  Each stockholder representedat a meeting of shareholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by suchstockholder.  Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unlesssuch proxy provides for a longer period.  The Board of Directors, in its discretion, or the officer of the Corporation presidingat a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

 

Section 6 .  Consent of Stockholdersin Lieu of Meeting.   Unless otherwise provided in the Articles of Incorpo-ration, any action required or permitted to be takenat any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and withouta vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not lessthan the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled tovote thereon were present and voted.  The written consents shall be delivered to the Corporation by delivery to its registered officein Nevada, its principal place of business, or an officer or agent of the Corporation having custody of the book in which the proceedingsare recorded.  Delivery to the registered officer shall be by hand or certified or registered mail, return receipt requested. Promptnotice of the taking of the corporate action without a meeting by less than unanimous written consent shill be given to those stockholderswho have not consented in writing.

 

Section 7 .  List of StockholdersEntitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, atleast ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose to the meeting, during ordinary business hours, for a periodof at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specifiedin the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be producedand kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporationwho is present.

 

Section 8 .  Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stock-holders entitled to examine the stock ledger, thelist required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

 

Section 1 .  Number and Electionof Directors.   The Board of Directors shall consist of a minimum of one member and a maximum of nine members, the exact numberof which shall be fixed by the Board of Directors.  The number of directors may be increased above nine by action of the stockholdersor directors.  Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at AnnualMeetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is dulyelected and qualified, or until his earlier resignation or removal.  Any director may resign at any time upon written notice tothe Corporation.  Directors need not be stockholders.

 

Section 2 .  Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majorityof the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold officeuntil the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

 

Section 3 .  Duties and Powers.  The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all suchpowers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by theseBy-Laws directed or required to be exercised or done by the stockholders.

 

 

 

 

 

Section 4 .  Meetings.  The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Nevada. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determinedby the Board of Directors.  Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President,or any one (1) director.  Notice thereof stating the place, date and hour of the meetings shall be given to each director eitherby mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours' notice,or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

 

Section 5 .  Quorum.   Exceptas may be otherwise specifically provided by law, the Articles of Incorporation or these By-Laws, at all meetings of the Board of Directors,a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of thedirectors present at any meeting at which there is a quorum shall be the act of the Board of Directors.  If a quorum shall not bepresent at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without noticeother than announcement at the meeting, until a quorum shall be present.

 

Section 6 .  Actions of Board.  Unless otherwise provided by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at anymeeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directorsor committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings ofthe Board of Directors or committee.

 

Section 7 .  Meetings by Means ofConference Telephone .  Unless otherwise provided by the Articles of Incorporation or these By-Laws, members of the Board ofDirectors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directorsor such committee by means of a conference telephone or similar communications equipment by means of which all persons participatingin the meeting can hear each other, and participation in a meeting pursuant to the Section 7 shall constitute presence in person at suchmeeting.

 

Section 8 .  Committees.  The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, eachcommittee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors asalternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absenceor disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member toreplace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whetheror not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the placeof any absent or disqualified member.  Any committee, to the extent allowed by law and provided in the resolution establishing suchcommittee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairsof the Corporation.  Each committee shall keep regular minutes and report to the Board of Directors when required.

 

Section 9 .  Compensation.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid for attendanceat each meeting of the Board of Directors or a stated annual salary as director.  Compensation may also consist of such options,warrants rights, shares of capital stock or any other form of remuneration approved by the Board of Directors.  No such paymentshall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members ofspecial or standing committees may be allowed like reimbursement of expenses for attending committee meetings.

 

Section 10 .  Interested Directors.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation andany other corporation, partnership, association, or other organization in which one or more of its directors or officers are directorsor officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officeris 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 or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interestand as to the contract or transaction are disclosed or are known to the Board of Directors or their committee, and the Board of Directorsor committee 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 or their relationship or interestand as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transactionis specifically approved in good faith by vote of the shareholders; or (iii) the contract or transaction is fair as to the Corporationas of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the shareholders.  Commonor interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committeewhich authorizes the contract or transaction.

 

 

 

 

Section 11 . Removal of Directors .  Except as may otherwise be provided by Nevada Law, any director or the entireBoard of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an electionof directors.

 

ARTICLE IV

OFFICERS

 

Section 1 .  General.   Theofficers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer.  TheBoard of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more VicePresidents, Assistant Secretaries, Assistant Treasurers and other officers.  Any number of offices may be held by the same person,unless otherwise prohibited by law, the Articles of Incorporation or these By-Laws.  The officers of the Corporation need not bestockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors ofthe Corporation.

 

Section 2 .  Election.  The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporationwho shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time totime by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified,or until their earlier resignation or removal.  Any officer elected by the Board of Directors may be removed at any time by theaffirmative vote of a majority of the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filledby the Board of Directors.  The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

 

Section 3 .  Voting Securities Ownedby the Corporation.   Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securitiesowned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and anysuch officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to votein person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any suchmeeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the ownerthereof, the Corporation might have exercised and possessed if present.  The Board of Directors may, by resolution, from time totime confer like powers upon an-other person or persons.

 

Section 4 .  Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assignedto them by the Board of Directors.  The Bold of Directors may delegate to any other officer of the Corporation the power to choosesuch other officers and to prescribe their respective duties and powers.

 

ARTICLE V

STOCK

 

Section 1 .  Certificates.  The corporation is authorized to issue shares of common stock of the corporation in certificated or uncertificated form.  Theshares of the common stock of the corporation shall be registered on the books of the corporation in the order in which they shall beissued.  

 

Within a reasonable time after the issuance ortransfer of uncertificated stock, the corporation shall send, or cause to be sent, to the record owner thereof a written statement settingforth the name of the corporation, the name of the shareholder, the number and class of shares, and a summary of the designations, relativerights, preferences, and limitations applicable to such class of shares and the variations in rights, preferences, and limitations determinedfor each series within a class (and the authority of the Board of Directors to determine variations for future series), and a full statementof any restrictions on the transfer or registration of such shares.  Each stock certificate must set forth the same informationor, alternatively, may state conspicuously on its front or back that the corporation will furnish the shareholders a full statement ofthis information on request and without charge .  

 

Section 2 .  Signatures.  Any or all of the signatures on the certificate may be by facsimile.  In case any officer, transfer agent or registrar who has signedor whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar beforesuch certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrarat the date of issue.

 

 

 

 

Section 3 .  Lost Certificates.  The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporationalleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate ofstock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate, the Board of Directors may, in its discretionand as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative,to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as itmay direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have beenlost, stolen or destroyed.

 

Section 4 .  Transfers.  Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws.  Transfers of stock shall bemade on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing andupon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued.

 

Section 5 .  Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournmentthereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividendor other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchangeof stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not bemore than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournmentof the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

Section 6 .  Beneficial Owners.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of sharesto receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as theowner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of the partof any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

 

ARTICLE VI

NOTICES

 

Section 1 .  Notices.   Wheneverwritten notice is required by law, the Articles of Incorporation or these By-Laws, to be given to any director, member of a committeeor stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address asit appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time whenthe same shall be deposited in the United States mail.  Written notice may also be given personally or by telegram, telex or cable.

 

Section 2 .  Waivers of Notice.  Whenever any notice is required by law, the Articles of Incorporation or these By-Laws, to be given to any director, member ofa committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or afterthe time stated therein, shall be deemed equivalent thereto.

 

ARTICLE VII

GENERAL PROVISIONS

 

Section 1 .  Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declaredby the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums asthe Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, orfor equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board ofDirectors may modify or abolish any such reserve.

 

Section 2 .  Disbursements.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or personsas the Board of Directors may from time to time designate.

 

Section 3 .  Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

 

 

 

 

Section 4 .  Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "CorporateSeal, Nevada".  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

ARTICLE VIII

 

Section 1 .  Indemnification ofDirectors and Officers.   The Corporation shall be required, to the fullest extent authorized by the Nevada Revised Statutes,as the same may be amended and supplemented, to indemnify any and all directors and officers of the Corporation.

 

ARTICLE IX

 

Section 1.   These By-Laws may be altered,amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however,that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice' of such meeting of stockholdersor Board of Directors, as the case may be.  All such amendments must be approved by either the holders of a majority of the outstandingcapital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

 

Section 2 .  Entire Board of Directors.  As used in this Article IX and in these By-Laws generally, the term "entire Board of Directors" means the total numberof directors which the Corporation would have if there were no vacancies.