{"id":41436,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-china-broadband-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-china-broadband-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-china-broadband-corp.html","title":{"rendered":"By-Laws &#8211; China Broadband Corp."},"content":{"rendered":"<pre>                                    BY-LAWS\n                                       OF\n                             CHINA BROADBAND CORP.\n\n                   AMENDED AND RESTATED AS OF AUGUST 8, 2001\n\n\n\n                              ARTICLE I - OFFICES\n\nThe principal office of the Corporation in the State of Nevada shall be located\nin the City of Reno. The Corporation may have such other offices, either within\nor without the State of Nevada as the Board of Directors may designate or as the\nbusiness of the Corporation may require from time to time.\n\nThe registered office of the Corporation, may be maintained in the State of\nNevada, but need not be identical with the principal office in the State of\nNevada, and the address of the registered office may be changed from time to\ntime by the Board of Directors.\n\n\n                      ARTICLE II - MEETING OF SHAREHOLDERS\n\nSECTION 1 - ANNUAL MEETINGS: (SECTION 7.01*)\n\nThe annual meeting of the shareholders of the Corporation shall be held on such\nday and at such time as shall be fixed by the Board of Directors, for the\npurpose of electing directors, and for transacting such other business as may\nproperly come before the meeting.\n\nSuch date and time as shall be fixed by the Board of Directors for the annual\nmeeting of the shareholders will, however, not contravene any federal, state or\nsecurities law.\n\nFailure to hold an annual meeting at the time stated in or fixed in accordance\nwith these Bylaws does not affect the validity of such corporate action.\n\nSECTION 2- SPECIAL MEETINGS: (SECTION 7.02)\n\nSpecial meetings of the shareholders may be called for any purpose or purposes,\nunless otherwise prescribed by statute, at any time by the Board of Directors or\nby the President, and shall be called by the President or the Secretary at the\nwritten request of the holders of not less than ten per cent (10%) of all shares\nof the Corporation then outstanding entitled to vote thereat, so long as such\nwritten request is signed by all shareholders mentioned herein, describes the\npurpose or proposes for which it is to be held and is delivered to the\nCorporation.\n\n*Note: Unless otherwise stated in these Bylaws, all references to \"Section\" in \nthese Bylaws refers to sections within the Model Business Corporation Act.\n\n\n________________________________________________________________________________\n\n\n\n\n\nSECTION 3 - PLACE OF MEETINGS: (SECTION 7.01)\n\nThe Board of Directors may designate any place, either within or without the\nState of Nevada as the place of meeting for any annual or for any special\nmeeting called by the Board Of Directors. If no designation is made, or if a\nspecial meeting be otherwise called, the place of meeting shall be the principal\noffice of the Corporation in the State of Nevada.\n\n\nSECTION 4 - NOTICE OF MEETINGS: (SECTION 7.05 &amp; 7.06)\n\na) Written notice of each meeting of shareholders, whether annual or special,\n   stating the time, date, hour of the meeting and place where it is to be held,\n   and in the case of a special  meeting,  the purpose or purposes for which the\n   meeting is called, (only business within the propose or purposes described in\n   the notice of such special  meeting may be conducted at any such  shareholder\n   meeting)  shall,  unless  otherwise  prescribed  by  law,  be  served  either\n   personally  or by mail by or at the  direction of the President or Secretary,\n   or the officer or other person or persons calling the meeting,  not less than\n   ten or more than sixty days  before the  meeting,  upon each  shareholder  of\n   record entitled to vote at such meeting, and to any other shareholder to whom\n   the giving of notice may be required by law. If mailed,  such notice shall be\n   deemed to be delivered when deposited in the United States mail, addressed to\n   the  shareholder at his\/her address as it appears on the stock transfer books\n   of the Corporation,  with postage thereon prepaid. If, at any meeting, action\n   is proposed to be taken that would, if taken, entitle shareholders to receive\n   payment for their shares pursuant to the Business Corporation Act, the notice\n   of such meeting shall include a statement of that purpose and to that effect.\n   If mailed,  such notice  shall be directed  to each such  shareholder  at his\n   address, as it appears on the records of the shareholders of the Corporation,\n   unless he shall have previously filed with the Secretary of the Corporation a\n   written  request  that  notices  intended  for him be  mailed  to some  other\n   address,  in which case, it shall be mailed to the address designated in such\n   request.\n\nb) Notice of any meeting need not be given to any person who may become a\n   shareholder of record after mailing of such notice,  to any  shareholder  who\n   submits a signed waiver of notice either before of after such meeting,  or to\n   any shareholder who attends such meeting, in person or by proxy, and fails to\n   object to lack of notice or defective  notice of the meeting at the beginning\n   of such meeting.\n\nc) If an annual or special shareholders' meeting is adjourned to a different\n   date,  time,  or place,  notice need not be given of the new date,  time,  or\n   place if the new date,  time,  or place is  announced  at the meeting  before\n   adjournment.  If a new  record  date for the  adjoined  meeting is or must be\n   fixed by law,  however,  notice of the adjourned  meeting must be given under\n   this  section of these  Bylaws to person who are  shareholders  as of the new\n   record date.\n\n\n________________________________________________________________________________\n\n\n\n\n\nSECTION 5 - QUORUM: (SECTION 7.25)\n\na) Except as otherwise provided herein, or by law, or in the Articles of\n   Incorporation  (such  Articles and any amendments  thereof being  hereinafter\n   collectively  referred  to  as  the  \"Articles  of  Incorporation\",   at  all\n   shareholders'  meetings, a majority of the shares of the Corporation entitled\n   to vote thereat and  represented at such meeting either in person or by proxy\n   shall constitute a quorum. If less than a majority of the outstanding  shares\n   entitled to vote are  represented at a shareholders'  meeting,  a majority of\n   the shares so  represented  may adjourn the meeting from time to time without\n   further notice.  At such adjourned meeting at which a quorum shall be present\n   or presented, any business may be transacted which might have been transacted\n   at the  meeting as  originally  notice.  The  shareholders  present at a duly\n   organized  meeting  may  continue  to transact  business  until  adjournment,\n   notwithstanding  the withdrawal of enough  shareholders  to leave less than a\n   quorum.\n\nSECTION 6 - VOTING: (SECTION 7.04, 7.21 &amp; 7.22)\n\na) Except as otherwise provided by statute or by the Articles of Incorporation,\n   any  corporate  action,  other than the  election of directors to be taken by\n   vote of the shareholders,  shall be authorized by a majority of votes cast at\n   a meeting of shareholders by the holders of shares entitled to vote thereon.\n\nb) Except as otherwise provided by statute or by the Articles of Incorporation,\n   at each meeting of shareholders,  each  outstanding  share of the Corporation\n   entitled  to vote  thereat,  shall be  entitled  to one  vote for each  share\n   registered in his name on the books of the  Corporation  on each matter voted\n   on at such shareholders' meeting.\n\nc) Each shareholder entitled to vote or to express consent or dissent without a\n   meeting,  may do so in  person  or by  proxy;  provided,  however,  that  the\n   instrument  authorizing such proxy to act shall have been executed in writing\n   by the shareholder himself, or by his duly authorized  attorney-in-fact which\n   is sent to the  Secretary  or  other  officer  or  agent  of the  Corporation\n   authorized to tabulate votes. No proxy shall be valid after the expiration of\n   eleven months from the date of its execution, unless the persons executing it\n   shall have  specified  therein the length of time it is to continue in force.\n   Such instrument shall not be valid until received by the Secretary,  or other\n   officer or agent  authorized  to  tabulate  votes at the meeting and shall be\n   filed with the records of the  Corporation.  The death or  incapacity  of the\n   shareholder  appointing a proxy does not affect the right of the  Corporation\n   to accept the proxy's  authority  unless notice of the death or incapacity is\n   received  by the  secretary  or other  officer  or  agent of the  Corporation\n   authorized to tabulate votes before the proxy  exercises his or her authority\n   under the appointment.\n\nd) Any action required or permitted to betaken at a meeting of the shareholders\n   may be taken  without a meeting if a consent in  writing,  setting  forth the\n   action so taken shall be signed by all of the  shareholders  entitled to vote\n   with respect to the subject matter thereof.\n\n\n________________________________________________________________________________\n\n\n\n\n\n                        ARTICLE III - BOARD OF DIRECTORS\n\nSECTION 1 - NUMBER. ELECTION AND TERM OF OFFICE: (SECTION 8.03 &amp; 8.06)\n\na) The number of the directors of the Corporation shall be determined by\n   shareholders  (note:  only one  director is required by law) unless and until\n   otherwise determined by vote of a majority of the entire Board of Directors.\n\nb) Except as may otherwise be provided herein or in the Articles of\n   Incorporation,  the members of the Board of Directors of the Corporation, who\n   need not be  shareholders  or  residents  of the  State of  Nevada,  shall be\n   elected by a majority of the votes cast at a meeting of shareholders,  by the\n   holders of shares entitled to vote in the election.\n\nc) Each director shall hold office until the next annual meeting of the\n   shareholders,  and until his successor is elected and qualified, or until his\n   prior death, resignation or removal.\n\nSECTION 2 - DUTIES AND POWERS: (SECTION 8.01)\n\nThe business and affairs of the Corporation shall be managed by the Board of\nDirectors.\n\nSECTION 3 - ANNUAL AND REGULAR MEETINGS: NOTICE: (SECTION 8.20)\n\na) A regular annual meeting of the Board of Directors shall be held without any\n   other notice than this Bylaw,  immediately following and at the same place as\n   the annual meeting of the shareholders at the place of such annual meeting of\n   shareholders.\n\nb) The Board of Directors, from time o time, may provide by resolution for the\n   time and place,  either within or without the State of Nevada for the holding\n   of additional regular meetings without other notice than such resolution.\n\nc) The Board of Directors may participate in any meeting of the Board or conduct\n   such  meeting  through  the use of any  means of  communication  in which all\n   Directors  participating  may  simultaneously  hear  each  other  during  the\n   meeting.  Any or all Directors  participating  by this means are deemed to be\n   present and in person at such meeting.\n\nSECTION 4 - SPECIAL MEETINGS: NOTICE: (SECTION 8.22 &amp; 8.23)\n\na) Special meetings of the Board of Directors may be called by or at the request\n   of the  President  or by one of the  directors,  or by any other  officer  or\n   individual  so  specified  by the  Board,  at such  time and  place as may be\n   specified in the respective notices or waivers of notice thereof.\n\nb) The person or person authorized to call such special meeting may fix any\n   places, either within or without the State of Nevada as the place for holding\n   any such special meeting called by them.\n\n\n________________________________________________________________________________\n\n\n\n\n\nc) Notice of special meetings shall be mailed directly to each director,\n   addressed to him at his  residence  or usual place of business,  at least two\n   days before the day on which the  meeting is to be held,  or shall be sent to\n   him at such place by telegram,  radio or cable,  or shall be delivered to him\n   personally  or given to him orally,  not later than the day before the day on\n   which the meeting is to be held. If mailed, such notice shall be deemed to be\n   delivered  when  deposited in the United  States  mail,  so  addressed,  with\n   postage thereon prepaid. If notice be given by telegram, such notice shall be\n   deemed to be  delivered  when the  telegram  is  delivered  by the  telegraph\n   company.  A notice,  or waiver of notice,  except as required by Section 8 of\n   this Article III, need not specify the purpose of the meeting.\n\nd) Any Director may waive notice of any meeting. The attendance of a director at\n   a meeting shall  constitute a waiver of notice of such meeting except where a\n   Director  attends a meeting  for the  express  purpose  of  objecting  to the\n   transaction  of any business  because the meeting is not  lawfully  called or\n   convened.\n\nSECTION 5 - CHAIRPERSON:\n\nAt all meetings of the Board of Directors the Chairperson of the Board, if any\nand if present, shall preside. If there shall be no Chairperson, or he shall be\nabsent, then the President shall preside, and in his absence, a Chairperson\nchosen by the Directors shall preside.\n\nSECTION 6 - QUORUM AND ADJOURNMENTS: (SECTION 8.24)\n\nA majority of the number of Directors shall constitute a quorum for the\ntransaction of business at any meeting of the Board of Directors, but if less\nthan such majority is present a meeting, a majority of the Directors present may\nadjourn the meeting from time to time without further notice.\n\nSECTION 7 - MANNER OF ACTING: (SECTION 8.21 &amp; 8.24)\n\na) At all meetings of the Board of Directors, each director present shall have\n   one vote, irrespective of the number of shares of stock, if any, which he may\n   hold.\n\nb) If a quorum is present when a vote is taken, the affirmative vote of a\n   majority of Directors present is the act of the Board of Directors unless the\n   Articles  of  Incorporation  or these  Bylaws  require  the vote of a greater\n   number of Directors.\n\nc) A Director who is present at a meeting of the Board of Directors or a\n   committee of the Board of Directors when corporate  action is taken is deemed\n   to have assented to the action taken unless:\n\n   i) he objects at the beginning of the meeting, or promptly upon his arrival,\n      to holding it or  transacting  business  at the  meeting;  \n\n  ii) his dissent or abstention from the action taken is entered in the minutes \n      of the  meeting;  or \n\n\n________________________________________________________________________________\n\n\n\n\n\n iii) he  delivers  written  notice of his  dissent or abstention to the \n      presiding  officer  of  the  meeting  before  it  adjournment  or  to  the\n      Corporation  immediately  after  adjournment of the meeting.  The right of\n      dissent or abstention is not available to a Director who votes in favor of\n      the action taken.\n\nd) Any action required or permitted to be taken by the Board of Directors at a\n   meeting may be taken without a meeting if a consent in writing, setting forth\n   the action so taken,  shall be signed by all of the Directors and included in\n   the minutes or filed with the corporate records  reflecting the action taken.\n   Any such action taken  without a meeting shall be deemed  effective  when the\n   last  director  signs the consent,  unless the consent  specifies a different\n   effective  date and such signed  consent has the affect of a meeting vote and\n   may be described as such in any document.\n\ne) A director of the Corporation who is present at a meeting of the Board of\n   Directors when a corporate  action is taken is deemed to have assented to the\n   action taken unless:\n\ni) he or she objects at the beginning of the meeting, or promptly upon his\narrival, to holding it or transacting business at the meeting; ii) his or her\ndissent or abstention from the action taken is entered in the minutes of the\nmeeting; or iii) he or she delivers written notice of his dissent or abstention\nto the presiding officer of the meeting before its adjournment or immediately\nafter adjournment of the meeting. The right of dissent or abstention is not\navailable to a Director who votes in favor of the action taken.\n\nSECTION 8 - VACANCIES: (SECTION 8.10)\n\na) Unless the Articles of Incorporation of the Corporation or these Bylaws\n   provide otherwise, if a vacancy occurs on the Board of Directors, including a\n   vacancy resulting from any increase in the number of Directors:\n\n   i) the shareholders may fill the vacancy;\n  ii) the Board of Directors may fill the vacancy; or\n iii) if the Directors remaining in office constitute fewer than a quorum of the\n      Board,  they may fill the vacancy by the affirmative vote of a majority of\n      all the Directors remaining in office.\n\nb) If the vacant office was held by a Director elected by a voting group of\n   shareholders, only the shareholders of that voting group are entitled to vote\n   to fill the vacancy if it is filled by the shareholders.\n\nc) A vacancy that will occur at a specific later date may be filled before the\n   vacancy  occurs,  but the new  Director may not take office until the vacancy\n   occurs.\n\n\n________________________________________________________________________________\n\n\n\n\n\nSECTION 9 - RESIGNATION: (SECTION 8.07)\n\nAny director may resign at any time by delivering written notice to the\nCorporation. A resignation is effective when the notice is delivered unless the\nnotice specifies a later effective date.\n\nSECTION 10 - REMOVAL OF DIRECTORS BY SHAREHOLDERS AND DIRECTORS: (SECTION 8.08)\n\na) Any director may be removed with or without cause at any time by the\n   shareholders  of the  Corporation at a special meeting called for the purpose\n   of removing him and the meeting notice must state that the purpose, or one of\n   the purposes, of the meeting is removal of the director.\n\nb) Any director elected by a voting group of shareholders may be removed only by\n   the shareholders of that voting group.\n\nc) Any director may be removed for cause by action of the Board.\n\nSECTION 11 - SALARY: (SECTION 8.11)\n\nBy resolution of the Board of Directors, each Director may be paid his\/her\nexpenses, if any, of attendance at each meeting of the Board of Directors, and\nmay be paid a fixed sum for attendance at each meeting of the Board of\nDirectors. No such payment shall preclude any Director from serving the\nCorporation in any other capacity and receiving compensation thereof.\n\nSECTION 12 - CONTRACTS: (SECTION 8.31)\n\nNo contract or other transaction between this Corporation and any other\nCorporation shall be voidable by the Corporation solely because of a director or\ndirectors' interest in a transaction if:\n\n  i. the material facts of the transaction and the director or directors' \n     interest was disclosed or known to the Board of Directors or a committee \n     of the Board of Directors and the Board or Directors or committee \n     authorized or approved, or ratified the transaction; \n ii. the material facts of the transaction and the director or directors' \n     interest were disclosed or known to the shareholders entitled to vote and \n     they authorized, approved, or ratified the transaction; or\niii. the transaction was fair to the Corporation.\n\nSuch interested Director or Directors may be counted in determining the presence\nof a quorum at such meeting. However, such interested director or directors may\nnot be counted in determining a vote by the Board of Directors to ratify such\ncontract or transaction in which such director or directors is\/are interested.\n\n\n_______________________________________________________________________________\n\n\n\n\n\nSECTION 13 - COMMITTEES: (SECTION 8.25)\n\nThe Board of Directors may, by resolution, authorize one or more committees and\nappoint members of the Board of Directors to serve on such committees with such\npowers and authority, to the extent permitted by law, as may be provided in such\nresolution. Sections 2, 3, 4, 6, and 7 of these Bylaws, governing authority of\nthe Board of Directors, meetings, action without meetings, notice and quorum and\nvoting requirements shall apply to committees and their members as well.\n\nSECTION 14 - CONTRACTS:\n\nThe Board of Directors may authorize any Officer or Officers, agent or agents,\nto enter into any contract or execute and deliver any instrument in the name of\nand on behalf of the Corporation, and such authority may be general or confined\nto specific instances.\n\nSECTION 15 - LOANS:\n\nNo loans shall be contracted on behalf of the Corporation and no evidences of\nindebtedness shall be issued in its name unless authorized by a resolution of\nthe Board of Directors. Such authority may be general or confined to specific\ninstances.\n\nSECTION 16 - CHECKS, DRAFTS, ETC.:\n\nAll checks, drafts or other orders for the payment of money, notes or other\nevidences of indebtedness issued in the name of the Corporation shall be signed\nby such Officer or Officers, agent or agents of the Corporation and in such\nmanner as shall from time to time be determined by resolution of the Board of\nDirectors.\n\nSECTION 17 - DEPOSITS:\n\nAll funds of the Corporation not otherwise employed shall be deposited from time\nto time to the credit of the Corporation in such banks, trust companies or other\ndepositaries as the Board of Directors may select.\n\n                             ARTICLE IV - OFFICERS\n\nSECTION 1 - NUMBER. QUALIFICATIONS. ELECTION AND TERM OF OFFICE: (SECTION 8.40)\n\n(a) The officers of the Corporation shall consist of a President, one or more\n   Vice-Presidents  (the  number  thereof  to be  determined  by  the  Board  of\n   Directors),  a Secretary, a Treasurer,  and such other officers,  including a\n   Chairperson of the Board,  as the Board from time to time may deem necessary,\n   each of which is elected by the Board of Directors. Any Officer need not be a\n   Director or  shareholder of the  Corporation.  Any two or more offices may be\n   held by the same person.\n\n\n________________________________________________________________________________\n\n\n\n\n\n(b) The officers of the Corporation shall be elected annually by the Board of\n   Directors at the first meeting of the Board  following each annual meeting of\n   shareholders.  If the election of Officers shall not be held at such meeting,\n   such  election  shall  be held  as soon  thereafter  as  conveniently  may be\n   possible.\n\n(c) Each officer shall hold office until the annual meeting of the Board of\n   Directors next  succeeding his election,  and until his\/her  successor  shall\n   have been duly elected and shall have been qualified, or until his\/her death,\n   resignation or removal.\n\nSECTION 2 - RESIGNATION: (SECTION 8.43)\n\nAny officer may resign at any time by delivering written notice of such\nresignation to the Corporation. Such resignation shall become effective when\ndelivered to the Corporation, unless such resignation specifies a later\neffective date. If such resignation is made effective a later date and the\nCorporation accepts the future effective date, the Corporations Board of\nDirectors may fill the pending vacancy before the effective date if the Board of\nDirectors provides that the successor does not take office until the effective\ndate.\n\nSECTION 3 - REMOVAL: (SECTION 8.43)\n\nThe Board of Directors may remove any officer at any time with or without cause.\n\nSECTION 4 - VACANCIES: (SECTION 8.43)\n\nA vacancy in any office by reason of death, resignation, inability to act,\ndisqualification, or otherwise, may at any time be filled for the unexpired\nportion of the term by the Board of Directors.\n\nSECTION 5 - DUTIES OF OFFICERS: (SECTION 8.41)\n\nEach officer has the authority and shall perform the duties set forth in these\nBylaws, and to the extent consistent with these Bylaws, the duties prescribed by\nthe Board of Directors or by the direction of an officer or officers authorized\nby the Board of Directors to prescribe the duties of officers.\n\nSECTION 6 - PRESIDENT:\n\nThe President shall be the Principal Executive Officer of the Corporation and,\nsubject to the control of the Board of Directors, shall in general supervise and\ncontrol all of the business and affairs of the Corporation. He\/she shall, when\npresent, preside at all meetings of the shareholders of the Corporation and of\nthe Board of Directors. He\/She may sign, with the Secretary or any other proper\nOfficer of the Corporation thereunto authorized by the Board of Directors,\ncertificates for shares of the Corporation and deeds, mortgages, bonds,\ncontracts, or other instruments which the Board of Directors has authorized to\nbe executed, except incases where the signing and execution thereof shall be\nexpressly delegated by the Board of Directors or by these Bylaws to some other\nOfficer or agent of the Corporation, or shall be required by law to be \n\n\n________________________________________________________________________________\n\n\n\n\n\notherwise signed or executed, and in general shall perform all duties incident \nto the office of President and such other duties as may be prescribed by the \nBoard of Directors from time to time.\n\nSECTION 7 - VICE-PRESIDENTS:\n\nIn the absence of the President or in the event of his\/her death, inability or\nrefusal to act, the Vice-President or Vice-Presidents, in the order designated\nat the time of their election, or in the absence of any designation, in the\norder of their election, shall perform the duties of the President, and when so\nacting, shall have all the powers of and be subject to all the restrictions upon\nthe President. Any Vice-President may sign, with the Secretary or an Assistant\nSecretary, certificates for shares of the Corporation, and shall perform such\nother duties as from time to time may be assigned to him\/her by the President or\nby the Board of Directors.\n\nSECTION 8 - SECRETARY:\n\nThe Secretary shall:\n\n(a) keep the minutes of the proceedings of the shareholders and of the Board of\n   Directors in one or more books provided for that purpose;\n(b) see that all notices are duly given in accordance with the provisions of \n   these Bylaws or as required by law;\n(c) be custodian of the corporate records and of the seal of the Corporation \n   and see that the seal of the  Corporation  is  affixed to all  documents  the\n   execution  of which  on  behalf  of the  Corporation  under  its seal is duly\n   authorized;\n(d) keep a register of the post office address of each shareholder of the \nCorporation which shall be furnished to the Secretary by such shareholder.\n(e) sign with the President, or a Vice-President, certificates for shares of the\n   Corporation,  the issuance of which shall have been  authorized by resolution\n   of the Board of Directors;\n(f) have general charge of the stock transfer books of the Corporation; and \n(g) in general perform all duties incident to the office of Secretary and such \n   other duties as from time to time may be assigned to him\/her by the President\n   or by the Board of Directors.\n\nSECTION 9 - TREASURER:\n\nThe Treasurer shall:\n(a) have charge and custody of and be responsible for all funds and securities \n    of the Corporation;\n(b) receive and give receipts for moneys due and payable to the Corporation from\n   any  source  whatsoever,  and  deposit  all  such  moneys  in the name of the\n   Corporation in such banks, trust companies or other depositaries and shall be\n   authorized by the Board of Directors; and\n(c) in general perform all the duties incident to the office of Treasurer and \n   such other duties as from time to time may be assigned by the President or by\n   the Board of Directors. If required by the Board of Directors,  the Treasurer\n   shall give a bond for the faithful  \n\n\n________________________________________________________________________________\n\n\n\n\n\n\n   discharge  of his\/her  duties in such sum and with such surety or sureties \n   as the Board of Directors shall determine.\n\nSECTION 10 - ASSISTANT SECRETARIES AND ASSISTANT TREASURERS:\n\nThe Assistant Secretaries, when authorized by the Board of Directors, may sign\nwith the President or a Vice-President, certificates for shares of the\nCorporation the issuance of which shall have been authorized by a resolution of\nthe Board of Directors. The Assistant Treasurers shall respectively, if required\nby the Board of Directors, give bonds for the faithful discharge of their duties\nin such sums and such sureties as the Board of Directors shall determine. The\nAssistant Secretaries and Assistant Treasurers, in general shall perform such\nduties a shall be assigned to them by the Secretary or Treasurer, respectively,\nor by the President or the Board of Directors.\n\nSECTION 11 - SALARIES:\n\nThe salaries of the Officers shall be fixed from time to time by the Board of\nDirectors.\n\nSECTION 12 - CONTRACTS:\n\nThe Board of Directors may authorize any Officer or Officers, agent or agents,\nto enter into any contract or execute and deliver any instrument in the name of\nand on behalf of the Corporation, and such authority may be general or confined\nto specific instances.\n\nSECTION 13 - LOANS:\n\nNo loans shall be contracted on behalf of the Corporation and no evidence of\nindebtedness shall be issued in its name unless authorized by the Board of\nDirectors.\n\nSECTION 14 - CHECKS, DRAFTS, ETC.:\n\nAll checks, drafts or other orders for the payment of money, notes or other\nevidences of indebtedness issued in the name of the Corporation shall be signed\nby such Officer or Officers, agent or agents of the Corporation and in such\nmanner as shall from time to time be determined by resolution of the Board of\nDirectors.\n\nSECTION 15 - SHARES OF OTHER CORPORATIONS: (SECTION 6.11)\n\nThe President, any Vice-President, or such other person as the Board of\nDirectors may authorize may execute any proxy, consent, or right to vote\npossessed by the Corporation in shares of stock owned by the Corporation subject\nto the direction of the Board of Directors.\n\n\n________________________________________________________________________________\n\n\n\n\n\n                          ARTICLE V - SHARES OF STOCK\n\nSECTION 1 - CERTIFICATE OF STOCK: (SECTION 6.25 &amp; 6.26)\n\n(a) The Board of Directors may authorize the Corporation to issue some or all of\n   its shares with or without certificates. The certificates representing shares\n   of the Corporation  shall be in such form as shall be adopted by the Board of\n   Directors,  and shall be numbered and  registered in the order  issued.  They\n   shall bear the  holder's  name and the number of shares,  and shall be signed\n   by:\n\n    (i) the Chairman of the Board or the President or a Vice President; and\n\n   (ii) the Secretary or any Assistant Secretary, and may bear the corporate \n        seal or a facsimile  thereof.  The  signatures  of such  Officers upon a\n        certificate  may be facsimiles if the  certificate is manually signed on\n        behalf of a transfer  agent or a registrar,  other than the  Corporation\n        itself or one of is employees and such  certificates  shall remain valid\n        if the person who signed such  certificate  no longer  holds office when\n        the  certificate  is issued.  The name and address of the person to whom\n        the shares represented thereby are issued, with the number of shares and\n        date of  issue,  shall be  entered  on the stock  transfer  books of the\n        Corporation.   All  certificates  surrendered  to  the  Corporation  for\n        transfer shall be canceled and no new certificate  shall be issued until\n        the  former  certificate  for a like  number of shares  shall  have been\n        surrendered  and  canceled,  except that incase of a lost,  destroyed or\n        mutilated certificate, a new one may be issued therefore upon such terms\n        and  indemnity  to  the  Corporation  as  the  Board  of  Directors  may\n        prescribe.\n\n(b) No certificate, if any, representing shares shall be issued until the full\n   amount  of  consideration  therefore  has  been  paid,  except  as  otherwise\n   permitted by law.\n\n(c) The Board of Directors may authorize the issuance of certificates for\n   fractions of a share,  either represented by a certificate or uncertificated,\n   which shall entitle the holder to exercise voting rights,  receive  dividends\n   and participate in any assets of the Corporation in the event of liquidation,\n   in proportion to the fractional holdings;  or it may authorize the payment in\n   cash of the fair  value of  fractions  of a share as of the time  when  those\n   entitled to receive such  fractions are  determined;  or it may authorize the\n   issuance,  subject to such conditions as may be permitted by law, of scrip in\n   registered  or bearer form over the  signature  of an officer or agent of the\n   Corporation, exchangeable as therein provided for full shares, but such scrip\n   shall not  entitle  the  holder to any  rights  of a  shareholder,  except as\n   therein provided.\n\n(d) The Board of Directors, from time to time, may authorize the issuance of\n   some or all of the shares of the  Corporation of any or all of its classes or\n   series without  certificates.  (Such shares shall be known as \"uncertificated\n   shares\"). Such authorization by the Board of Directors does not affect shares\n   of  the  Corporation   already   represented   certificates  until  they  are\n   surrendered to the  Corporation.  Within a reasonable time after the issue or\n\n\n________________________________________________________________________________\n\n\n\n\n\n   transfer  of such  uncertificated  shares,  the  Corporation  shall  send the\n   shareholder a written statement of the information  required by law and these\n   Bylaws on certificates of shares of the Corporation.\n\nSECTION 2 - LOST OR DESTROYED CERTIFICATES: (SECTION 6.25)\n\nThe Board of Directors may direct a new certificate or certificates to be issued\nin place of any certificate or certificates theretofore issued by the\nCorporation alleged to have been lost, stolen or destroyed, upon the making of\nan affidavit of that fact by the owner claiming the certificate or shares to be\nlost, stolen or destroyed. When authorizing such issue of a new certificate or\ncertificates, the Board of Directors may, in its discretion and as a condition\nprecedent to the issuance thereof, require the owner of such lost, stolen or\ndestroyed certificate or certificate, or his\/her legal representative, to\nadvertise the same in such manner as it shall require and\/or to give the\nCorporation a bond in such sum as it may direct as indemnity against any claim\nthat may be made against the Corporation with respect to the certificate alleged\nto have been lost, stolen or destroyed.\n\nSECTION 3 - TRANSFERS OF SHARES: (SECTION 6.27)\n\nUpon surrender to the Corporation or the transfer agent of the Corporation a\ncertificate, when such shares are certificated shares, for shares duly endorsed\nor accompanied by proper evidence of succession, assignment or authority to\ntransfer, it shall be the duty of the Corporation to issue a new certificate to\nthe person entitled thereto and to cancel the old certificate and record the\ntransaction upon its books.\n\nSECTION 4 - RECORD DATE: (SECTION 7.07)\n\nIn lieu of closing the share records of the Corporation, the Board of Directors\nmay fix, in advance, a date not exceeding seventy days, nor less than ten days,\nas the record date for the determination of shareholders entitled to receive\nnotice of, or to vote at, any meeting of shareholders, or to consent to any\nproposal without a meeting, or for the purpose of determining shareholders\nentitled to receive payment of any dividends, or allotment of any rights, or for\nthe purpose of any other action. If no record date is fixed, the record date for\nthe determination of shareholders entitled to notice of or to vote at a meeting\nof shareholders shall be at the close of business on the day next preceding the\nday on which notice is given, or, if no notice is given, the day on which the\nmeeting is held, the record date for determining shareholders for any other\npurpose shall be at the close of business on the day on which the resolution of\nthe directors relating thereto is adopted. A determination of shareholders of\nrecord entitled to notice of or to vote at a shareholders' meeting is effective\nfor any adjournment thereof, unless the directors fix a new record date for the\nadjourned meeting, which it must do if the meeting is adjourned to a date more\nthan 120 days after the date fixed for the original meeting. If a court orders a\nmeeting adjourned to a date more than 120 days after the date fixed for the\noriginal meeting, it may provide that the original record date continues in\neffect or it may fix a new record date. The record date for determining\nshareholders entitled to demand a special meeting or to act without a meeting is\nthe date the first shareholder signs the demand.\n\n\n________________________________________________________________________________\n\n\n\n\n\nSECTION 5 - SHAREHOLDERS' LIST: (SECTION 7.20)\n\nThe Corporation shall prepare an alphabetical list of the names of all\nshareholders who are entitled to notice of a shareholders' meeting, arranged by\nvoting group, (and within each voting group by class or series of shares), and\nshow the address of and number of shares held by each shareholder. Such\nshareholders' list must be available for inspection by any shareholder beginning\ntwo business days after notice of the meeting is given for which the list was\nprepared and continuing through the meeting, and any adjournment thereof at the\nCorporation's principal office or a place identified in the meeting notice in\nthe city where the meeting will be held. A shareholder, his agent or attorney\nmay, on written demand submitted to the Corporation inspect and copy such list\nduring regular business hours and at his expense, during the period it is\navailable for inspection.\n\n                     ARTICLE VI - DIVIDENDS (Section 6.40)\n\nSubject to applicable law, dividends may be declared and paid out of any funds\navailable therefore, as often, in such amounts, and at such time or times as the\nBoard of Directors may determine so long as the Corporation is able to pay its\ndebts as they become due in the usual course of business and the Corporation's\ntotal assets exceed its liabilities once such dividend has been declared and\npaid.\n\n                            ARTICLE VII- FISCAL YEAR\n\nThe fiscal year of the Corporation shall be fixed, and altered if necessary, by\nthe Board of Directors from time to time, subject to applicable law.\n\n\n                  ARTICLE VIII- CORPORATE SEAL (Section 3.02)\n\nThe corporate seal, if any, shall be in such form as shall be approved from time\nto time by the Board of Directors.\n\n              ARTICLE IX - WAIVER OF NOTICE (Section 7.06 &amp; 8.23)\n\nWhenever any notice is required to be given to any shareholder or Director of\nthe Corporation under these Bylaws or under the law, a waiver thereof in writing\nsigned by the person or persons entitled to such notice, whether before or after\nthe time stated therein, shall be deemed equivalent to the giving of such\nnotice.\n\n                     ARTICLE X - AMENDMENTS (Section 10.20)\n\nSECTION 1 - BY SHAREHOLDERS:\n\nAll Bylaws of the Corporation shall be subject to amend or repeal, and new\nby-laws may be made, by a majority vote of the shareholders at the time entitled\nto vote in the election of Directors even though these Bylaws may also be\namended or repeated by the Board of Directors.\n\n\n________________________________________________________________________________\n\n\n\n\n\nSECTION 2 - BY DIRECTORS:\n\nThe Board of Directors shall have power to make, adopt, alter, amend and repeal,\nfrom time to time, Bylaws of the Corporation; provided, however, that the\nshareholders entitled to vote with respect thereto as in this Article IX\nabove-provided may alter, amend or repeal Bylaws made by the Board of Directors,\nexcept that the Board of Directors shall have no power to change the quorum for\nmeetings of shareholders or of the Board of Directors, or to change any\nprovisions of the Bylaws with respect to the removal of directors or the filling\nof vacancies in the Board resulting from the removal by the shareholders or to\namend or repeal a particular Bylaw which the shareholders stated, when passing\nsuch Bylaw, was not subject to amendment or repeal by the Board of Directors. If\nany Bylaw regulating an impending election of directors is adopted, amended or\nrepealed by the Board of Directors, there shall be set forth in the notice of\nthe next meeting of shareholders for the election of directors, the Bylaw so\nadopted, amended or repealed, together with a concise statement of the changes\nmade.\n\n                          ARTICLE XI - INDEMNIFICATION\n\nSECTION 1- INDEMNIFICATION\n\nThe corporation shall, unless prohibited by Nevada Law, indemnify any person (an\n\"Indemnitee\") who is or was involved in any manner (including, without\nlimitation, as a party or a witness) or is threatened to be so involved in any\nthreatened, pending or completed action, suit or proceeding, whether civil,\ncriminal, administrative, arbitrative or investigative, including without\nlimitation, any action, suit or proceeding brought by or in the right of the\ncorporation to procure a judgment in its favor (collectively, a \"Proceeding\"),\nby reason of the fact that he is or was a director, officer, employee or agent\nof the corporation, or is or was serving at the request of the corporation as a\ndirector, officer, employee or agent of another corporation, partnership, joint\nventure, trust, employee benefit plan or other entity or enterprise, against all\nExpenses and Liabilities actually and reasonably incurred by him in connection\nwith such Proceeding. The right to indemnification conferred in this Article\nshall be presumed to have been relied upon by the directors, officers, employees\nand agents of the corporation and shall be enforceable as a contract right and\ninure to the benefit of heirs, executors and administrators of such individuals.\n\nSECTION 2 - INDEMNIFICATION CONTRACTS\n\nThe Board of Directors is authorized on behalf of the corporation, to enter\ninto, deliver and perform agreements or other arrangements to provide any\nIndemnitee with specific rights of indemnification in addition to the rights\nprovided hereunder to the fullest extent permitted by Nevada Law. Such\nagreements or arrangements may provide (i) that the Expenses of officers and\ndirectors incurred in defending a civil or criminal action, suit or proceeding,\nmust be paid by the corporation as they are incurred and in advance of the final\ndisposition of any such action, suit or proceeding provided that, if required by\nNevada Law at the time of such advance, the officer or director provides an\nundertaking to repay such amounts if it is ultimately determined by a court of\ncompetent jurisdiction that such individual is not entitled to be indemnified\nagainst such Expenses, (ii) that the Indemnitee shall be presumed to be entitled\nto indemnification under this \n\n\n________________________________________________________________________________\n\n\n\n\n\n\nArticle or such agreement or arrangement and the corporation shall have the \nburden of proof to overcome that presumption, (iii) for procedures to be \nfollowed by the corporation and the Indemnitee in making any determination of \nentitlement to indemnification or for appeals therefrom, and (iv) for insurance\nor such other Financial Arrangements described in Section 3 of this Article, \nall as may be deemed appropriate by the Board of Directors at the time of \nexecution of such agreement or arrangement.\n\nSECTION 3 - INSURANCE AND FINANCIAL ARRANGEMENTS\n\nThe corporation may, unless prohibited by Nevada Law, purchase and maintain\ninsurance or make other financial arrangements (\"Financial Arrangements\") on\nbehalf of any Indemnitee for any liability asserted against him and liability\nand expenses incurred by him in his capacity as a director, officer, employee or\nagent, or arising out of his status as such, whether or not the corporation has\nthe authority to indemnify him against such liability and expenses. Such other\nFinancial Arrangements may include (i) the creation of a trust fund, (ii) the\nestablishment of a program of self-insurance, (iii) the securing of the\ncorporation's obligation of indemnification by granting a security interest or\nother lien on any assets of the corporation, or (iv) the establishment of a\nletter of credit, guaranty or surety.\n\nSECTION 4 - DEFINITIONS\n\nFor purposes of this Article:\n\nExpenses. The word \"Expenses\" shall be broadly construed and, without\nlimitation, means (i) all direct and indirect costs incurred, paid or accrued,\n(ii) all attorneys' fees, retainers, court costs, transcripts, fees of experts,\nwitness fees, travel expenses, food and lodging expenses while traveling,\nduplicating costs, printing and binding costs, telephone charges, postage,\ndelivery service, freight or other transportation fees and expenses, (iii) all\nother disbursements and out-of-pocket expenses, (iv) amounts paid in settlement,\nto the extent permitted by Nevada Law, and (v) reasonable compensation for time\nspent by the Indemnitee for which he is otherwise not compensated by the\ncorporation or any third party, actually and reasonably incurred in connection\nwith either the appearance at or investigation, defense, settlement or appeal of\na Proceeding or establishing or enforcing a right to indemnification under any\nagreement or arrangement, this Article, the Nevada Law or otherwise; provided,\nhowever, that \"Expenses\" shall not include any judgments or fines or excise\ntaxes or penalties imposed under the Employee Retirement Income Security Act of\n1974, as amended (\"ERISA\") or other excise taxes or penalties.\n\nLiabilities. \"Liabilities\" means liabilities of any type whatsoever, including,\nbut not limited to, judgments or fines, ERISA or other excise taxes and\npenalties, and amounts paid in settlement.\n\nNevada Law. \"Nevada Law\" means Chapter 78 of the Nevada Revised Statutes as\namended and in effect from time to time or any successor or other statutes of\nNevada having similar import and effect.\n\nThis Article. \"This Article\" means Sections 1 through 4 of Articles 11 of these \nBy-Laws or any portion of them.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7079],"corporate_contracts_industries":[9517],"corporate_contracts_types":[9573,9574],"class_list":["post-41436","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-china-broadband-corp","corporate_contracts_industries-telecommunications__other","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41436","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41436"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41436"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41436"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41436"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}