{"id":41558,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-purchasepro-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-purchasepro-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-purchasepro-com-inc.html","title":{"rendered":"Bylaws &#8211; PurchasePro.com Inc."},"content":{"rendered":"<pre>                                  B Y L A W S\n                                      OF\n\n                             PURCHASEPRO.COM, INC.\n                       (Effective as of April 19, 1999)\n\n \n                                  B Y L A W S\n\n                                      OF\n\n                             PURCHASEPRO.COM, INC.\n                       (Effective as of April 19, 1999)\n                                        \n                                   ARTICLE I\n                                   ---------\n\n                               Principal Office\n                               ----------------\n\n     Section 1. Principal Office. The Board of Directors shall fix the location \n                ---------------- \nof the principal executive office of the Corporation at any place within or\noutside the State of Nevada. If the principal executive office is located\noutside Nevada and the Corporation has one or more business offices in Nevada,\nthen the Board of Directors shall fix and designate a principal business office\nin Nevada. The registered office of the Corporation required by the Nevada \nRevised Statutes ('Nevada General Corporation Law') to be maintained in Nevada\nmay be, but need not be, identical with the principal office, and the address of\nthe registered office may be changed from time to time by the Board of\nDirectors.\n\n     Section 2. Other Offices. The Board of Directors may at any time establish\n                -------------\nbranch or subordinate offices at any place or places.\n\n                                  ARTICLE II\n                                  ----------\n\n                                 Stockholders\n                                 ------------\n\n     Section 1. Place of Meetings. All meetings of the stockholders shall be \n                ----------------- \nheld at any place within or without the State of Nevada which may be designated\nby the Board of Directors. In the absence of any such designation, stockholders'\nmeetings shall be held at the principal executive office of the Corporation.\n\n     Section 2. Annual Meetings. An annual meeting of stockholders shall be held\n                --------------- \neach year on a date and at a time designated by the Board of Directors. At that\nmeeting, directors shall be elected. Any other proper business may be transacted\nat the annual meeting of stockholders.\n\n     Section 3. Special Meetings. Special meetings of the stockholders may be \n                ---------------- \ncalled by the Board of Directors, the chairman of the board, the chief executive\nofficer and president, or by the holders of shares entitled to cast not less\nthan ten percent (10%) of the votes at the meeting. Notice of any special\nmeeting shall specify the purpose or purposes of the meeting. Upon receipt of a\nwritten request addressed to the chairman, chief executive officer and\npresident, vice president or secretary, mailed or delivered personally to such\nofficer by any person (other than the board) entitled to call a special meeting\nof stockholders, such officer\n\n                                      -1-\n\n \nshall cause notice to be given to the stockholders entitled to vote, that a\nmeeting will be held at a time requested by the person or persons calling the\nmeeting, not less than thirty-five (35) nor more than sixty (60) days after the\nreceipt of such request.\n\n     Section 4. Procedure of Annual Meeting; Notice of Meetings. To be properly\n                -----------------------------------------------\nbrought before the annual meeting, business must be either (a) specified in the\nnotice of meeting (or any supplement thereto) given by or at the direction of\nthe Board of Directors, (b) otherwise properly brought before the meeting by or\nat the direction of the Board of Directors, or (c) otherwise properly brought\nbefore the meeting by a stockholder of record. In addition to any other\napplicable requirements, for business to be properly brought before the annual\nmeeting by a stockholder, the stockholder must have given timely notice thereof\nin writing to the Secretary of the Corporation. To be timely, a stockholder's\nnotice must be delivered to or mailed and received at the principal executive\noffices of the Corporation, addressed to the attention of the Secretary of the\nCorporation, within 120 calendar days before the date of the Corporation's proxy\nstatement released to stockholders in connection with the previous year's annual\nmeeting. A stockholder's notice to the Secretary shall set forth as to each\nmatter the stockholder proposes to bring before the annual meeting (i) a brief\ndescription of the business desired to be brought before the annual meeting,\n(ii) the name and record address of the stockholder proposing such business,\n(iii) the class and number of shares of the Corporation which are beneficially\nowned by the stockholder, and (iv) any material interest of the stockholder in\nsuch business. Notwithstanding anything in these bylaws to the contrary, no\nbusiness shall be conducted at the annual meeting except in accordance with the\nprocedures set forth in this Section 4; provided, however, that nothing in this\nSection 4 shall be deemed to preclude discussion by any stockholder of any\nbusiness properly brought before the annual meeting.\n\n     Written notice of each meeting of the stockholders, annual or special,\nshall be given to each stockholder entitled to vote thereat not less than ten\n(10) days nor more than sixty (60) days before the date of the meeting. Such\nnotices shall be given personally or by first-class mail or other means of\nwritten communication permitted by the Nevada General Corporation Law, charges\nprepaid, addressed to each stockholder at the address appearing on the books of\nthe Corporation, or given by the stockholder to the Corporation for the purpose\nof notice. If no address of a stockholder appears on the books of the\nCorporation or is given by the stockholder to the Corporation, notice is duly\ngiven to him or her if sent by mail or other means of written communication\naddressed to the place where the principal executive office of the Corporation\nis located or if published at least once in a newspaper of general circulation\nin the county in which said principal executive office is located. Any such\nnotice shall be deemed to have been given at the time when delivered personally\nor deposited in the United States mail or sent by other means of written\ncommunication.\n\n     Such notices shall state (i) the place, date and hour of the meeting, (ii)\nthose matters which the board, at the time of the mailing of the notice, intends\nto present for action by the stockholders, (iii) if directors are to be elected,\nthe names of nominees intended at the time of the notice to be presented by\nmanagement for election, and (iv) such other matters, if any, as may be\nexpressly required by the Nevada General Corporation Law. In addition, in the\ncase of\n\n                                      -2-\n\n \na special meeting, the general nature of the business to be transacted shall be\nset forth in the notice, and no other business may be transacted.\n\n     A stockholder may waive notice of a meeting before or after the time and\ndate of the meeting by a writing signed by such stockholder. Such waiver shall\nbe delivered to the Corporation for filing with the corporate records, but this\ndelivery and filing shall not be conditions to the effectiveness of the waiver.\nFurther, by attending a meeting either in person or by proxy, a stockholder\nwaives objection to lack of notice or defective notice of the meeting unless the\nstockholder objects at the beginning of the meeting to the holding of the\nmeeting or the transaction of business at the meeting because of lack of notice\nor defective notice. By attending the meeting, the stockholder also waives any\nobjection to consideration at the meeting of a particular matter not within the\npurpose or purposes described in the meeting notice unless the stockholder\nobjects to considering the matter when it is presented.\n\n     Section 5. Quorum. The presence in person or by proxy of the holders of a\n                ------\nmajority of the shares entitled to vote at any meeting shall constitute a quorum\nfor the transaction of business. Except as provided in this section, the\naffirmative vote of a majority of the shares represented and voting at a duly\nheld meeting at which a quorum is present shall be the act of the stockholders,\nunless the vote of a greater number or voting by classes is required by law or\nthe articles of incorporation. The stockholders present at a duly called or held\nmeeting at which a quorum is present may continue to transact business until\nadjournment, notwithstanding the withdrawal of enough stockholders to leave less\nthan a quorum, if any action taken (other than adjournment) is approved by at\nleast a majority of the shares required to constitute a quorum. In the absence\nof a quorum, any meeting of stockholders may be adjourned from time to time by\nthe vote of a majority of the shares represented either in person or by proxy,\nbut no other business may be transacted except as provided in the preceding\nsentence.\n\n     Section 6. Action Without Meeting by Written Consent. All actions required\n                -----------------------------------------\nto be taken at any annual or special meeting may be taken without a meeting,\nwithout prior notice and without a vote, if a consent or consents in writing,\nsetting forth the action so taken, shall be signed by the holders of outstanding\nstock having not less than the minimum number of votes that would be necessary\nto authorize or take such action at a meeting at which all shares entitled to\nvote thereon were present and voted and shall be delivered to the Corporation by\ndelivery to its registered office, its principal place of business, or an\nofficer or agent of the corporation having custody of the book in which\nproceedings of meetings or stockholders are recorded.\n\n                                  ARTICLE III\n                                  -----------\n\n                              Board of Directors\n                              ------------------\n\n     Section 1. Powers. Subject to the provisions of the Nevada General\n                ------\nCorporation Law and any limitations in the articles of incorporation and these\nbylaws as to action to be authorized or approved by the stockholders, the\nbusiness and affairs of the Corporation shall be managed and all corporate\npowers shall be exercised by or under the direction of the Board of Directors.\n\n                                      -3-\n\n \n     Section 2. Number, Classes and Qualifications. The authorized number of\n                ---------------------------------- \ndirectors shall not be less than five (5) nor more than nine (9). The exact\nauthorized number of directors shall be fixed from time to time, within the\nlimits specified in this Section 2 or in the articles of incorporation, by the\nBoard of Directors, or by a bylaw or amendment thereof duly adopted by the vote\nof 66-2\/3% of the shares represented and voting at a duly held meeting of the\nstockholders at which a quorum is present (which shares voting affirmatively\nalso constitute at least 66-2\/3% of the required quorum).\n\n     A director shall be a natural person who is 18 years of age or older. A\ndirector need not be a resident of Nevada or a stockholder of the Corporation.\n\n     Section 3. Nomination. Only persons who are nominated in accordance with\n                ----------\nthe following procedures shall be eligible for election as directors.\nNominations of persons for election to the Board of Directors at the annual\nmeeting, by or at the direction of the Board of Directors, may be made by the\nnominating committee of the Board of Directors or any person appointed by the\nBoard of Directors; nominations may also be made by any stockholder of record of\nthe Corporation entitled to vote for the election of directors at the meeting\nwho complies with the notice procedures set forth in this Section 3. Such\nnominations, other than those made by or at the direction of the Board of\nDirectors, shall be made pursuant to timely notice in writing to the Secretary\nof the Corporation. To be timely, a stockholder's notice shall be delivered to\nor mailed and received at the principal executive offices of the Corporation\naddressed to the attention of the Secretary of the Corporation not less than 120\ncalendar days before the date of the Corporation's proxy statement released to\nstockholders in connection with the previous year's annual meeting. Such\nstockholder's notice to the Secretary shall set forth (a) as to each person whom\nthe stockholder proposes to nominate for election or reelection as a director,\n(i) the name, age, business address and residence address of the person, (ii)\nthe principal occupation or employment of the person, (iii) the class and number\nof shares of capital stock of the Corporation which are beneficially owned by\nthe person, (iv) a statement as to the person's citizenship, and (v) any other\ninformation relating to the person that is required to be disclosed in\nsolicitations for proxies for election of directors pursuant to section 14 of\nthe Securities Exchange Act of 1934, as amended, and the rules and regulations\npromulgated thereunder; and (b) as to the stockholder giving the notice, (i) the\nname and record address of the stockholder and (ii) the class, series and number\nof shares of capital stock of the Corporation which are beneficially owned by\nthe stockholder. The Corporation may require any proposed nominee to furnish\nsuch other information as may reasonably be required by the Corporation to\ndetermine the eligibility of such proposed nominee to serve as director of the\nCorporation. No person shall be eligible for election as a director of the\nCorporation unless nominated in accordance with the procedures set forth herein.\n\n     Section 4. Removal. Directors shall be removed in the manner provided by\n                -------\nthe Nevada General Corporation Law. Any director may be removed by the\nstockholders of the Corporation only for cause at a meeting called for that\npurpose. The notice of the meeting shall state that the purpose or one of the\npurposes of the meeting is removal of the director. A director may be removed\nonly if the number of votes cast in favor of removal exceeds the number of votes\ncast against removal.\n\n                                      -4-\n\n \n     Section 5. Vacancies. Vacancies in the Board of Directors, including a\n                ---------\nvacancy created by the removal of a director, may be filled by a majority of the\ndirectors then in office, whether or not less than a quorum, or by a sole\nremaining director.\n\n                                  ARTICLE IV\n                                  ----------\n\n                             Meetings of Directors\n                             ---------------------\n\n     Section 1. Regular Meetings. Regular meetings of the Board of Directors\n                ----------------  \nshall be held at any place within or without the State of Nevada that has been\ndesignated from time to time by the Board of Directors. In the absence of such\ndesignation, regular meetings shall be held at the principal executive office of\nthe Corporation; provided, however, that immediately following each annual\nmeeting of the stockholders there shall be a regular meeting of the Board of\nDirectors of the Corporation at the place of said annual meeting or at such\nother place as shall have been designated by the Board of Directors for the\npurpose of organization, election of officers and the transaction of other\nbusiness. Other regular meetings of the Board of Directors shall be held without\ncall on such date and time as may be fixed by the Board of Directors; provided,\nhowever, that should any such day fall on a legal holiday, then said meeting\nshall be held at the same time on the next business day thereafter ensuing which\nis not a legal holiday. Notice of regular meetings of the directors is hereby\ndispensed with and no notice whatever of any such meeting need be given,\nprovided that notice of any change in the time or place of regular meetings\nshall be given to all of the directors in the same manner as notice for special\nmeetings of the Board of Directors.\n\n     Section 2. Special Meetings. Special meetings of the Board of Directors may\n                ----------------\nbe held at any place within or without the State of Nevada which has been\ndesignated in the notice of the meeting, or, if not designated in the notice or\nif there is no notice, at the principal executive office of the Corporation.\nSpecial meetings of the Board of Directors for any purpose or purposes may be\ncalled at any time by the chairman of the board or chief executive officer and\npresident or any two directors. Notice of the time and place of special meetings\nshall be delivered personally or by telephone to each director, or sent by \nfirst-class mail or telegram or facsimile transmission, charges prepaid,\naddressed to him or her at his or her address as it appears upon the records of\nthe Corporation or, if it is not so shown on the records and is not readily\nascertainable, at the place at which the meetings of the directors are regularly\nheld. Such notice shall be sent at least four (4) days prior to the meeting if\nsent by mail and at least forty-eight (48) hours prior to the meeting if\ndelivered personally or by telephone or telegraph. The notice need not specify\nthe place of the meeting if the meeting is to be held at the principal executive\noffice of the Corporation, and need not specify the purpose of the meeting.\n\n     Section 3. Quorum. Presence of a majority of the authorized number of\n                ------\ndirectors at a meeting of the Board of Directors constitutes a quorum for the\ntransaction of business, except as hereinafter provided. Members of the board\nmay participate in a meeting through use of conference telephone or similar\ncommunications equipment, so long as all members participating in such meeting\ncan hear one another.\n\n                                      -5-\n\n \n     Section 4. Waiver. Notice of a meeting need not be given to any director \n                ------\nwho signs a waiver of notice or consent to holding the meeting or an approval of\nthe minutes thereof, whether before or after the meeting, or who attends the\nmeeting without protesting, prior thereto or at its commencement, the lack of\nnotice to such director. All such waivers, consents and approvals shall be filed\nwith the corporate records or made a part of the minutes of the meeting.\n\n     Section 5. Action by Written Consent. Any action required or permitted to \n                -------------------------\nbe taken by the Board of Directors may be taken without a meeting if all members\nof the board shall individually or collectively consent in writing to such\naction. Such written consent or consents shall be filed with the minutes of the\nproceedings of the board. Such action by written consent shall have the same\nforce and effect as a unanimous vote of such directors.\n\n     Section 6. Committees of the Board. The provisions of this Article IV \n                -----------------------    \nshall also apply, with necessary changes in points of detail, to committees of\nthe Board of Directors, if any, and to actions by such committees (except for\nthe first sentence of Section 2 of Article IV, which shall not apply, and except\nthat special meetings of a committee may also be called at any time by any two\nmembers of the committee), unless otherwise provided by these bylaws or by the\nresolution of the Board of Directors designating such committees. For such\npurpose, references to 'the board' or 'the Board of Directors' shall be deemed\nto refer to each such committee and references to 'directors' or 'members of the\nboard' shall be deemed to refer to members of the committee. Committees of the\nBoard of Directors may be designated, and shall be subject to the limitations on\ntheir authority, as provided in section 78.125 of the Nevada General Corporation\nLaw. The appointment of members or alternate members of a committee requires the\nvote of a majority of the authorized number of directors.\n\n                                   ARTICLE V\n                                   ---------\n\n                                   Officers\n                                   --------\n\n     Section 1. Officers. The officers of the Corporation shall be a chairman \n                --------\nof the board or a chief executive officer and president or both, chief financial\nofficer and secretary. The Corporation may also have, at the discretion of the\nBoard of Directors, one or more vice presidents, one or more assistant\nsecretaries and such other officers as may be designated from time to time by\nthe Board of Directors. Any number of offices may be held by the same person.\nThe officers shall be elected by the Board of Directors and shall hold office at\nthe pleasure of such board.\n\n     Section 2. Chairman of the Board. The chairman of the board, if there be \n                ---------------------\nsuch officer, shall, if present, preside at all meetings of the Board of\nDirectors and exercise and perform such other powers and duties as may be from\ntime to time assigned to him or her by the Board of Directors or prescribed by\nthe bylaws. If there is not a president, the chairman of the board shall, in\naddition, be the general manager and chief executive officer of the Corporation\nand shall have the powers and duties prescribed in Section 3 of this Article V.\n\n                                      -6-\n\n \n     Section 3. Chief Executive Officer. Subject to such supervisory powers, if \n                -----------------------\nany, as may be given by the Board of Directors to the chairman of the board, if\nthere be such an officer, the chief executive officer and president of the\nCorporation shall, subject to the control of the Board of Directors, have\ngeneral supervision, direction and control of the business and officers of the\nCorporation. The chief executive officer shall have the general powers and\nduties of management usually vested in the chief executive officer of a\nCorporation, and shall have such other powers and duties as may be prescribed by\nthe Board of Directors or bylaws.\n\n     Section 4. President. The Board of Directors must designate a president.   \n                ---------  \nThe president shall have the responsibilities and duties as set forth by the\nBoard of Directors or the chief executive officer.\n\n     Section 5. Chief Operating Officer. The Board of Directors may designate a\n                -----------------------  \nchief operating officer. The chief operating officer shall have the\nresponsibilities and duties as set forth by the Board of Directors or the chief\nexecutive officer.\n\n     Section 6. Vice Presidents. In the absence or disability of the president, \n                --------------- \nthe vice presidents in order of their rank as fixed by the Board of Directors\nor, if not ranked, the vice president designated by the Board of Directors,\nshall perform all of the duties of the chief executive officer and president and\nwhen so acting shall have all the powers of and be subject to all the\nrestrictions upon the chief executive officer and president. The vice presidents\nshall have such other powers and perform such other duties as from time to time\nmay be prescribed for them, respectively, by the Board of Directors or the\nbylaws.\n\n     Section 7. Secretary. The secretary shall keep or cause to be kept at the \n                ---------\nprincipal executive office of the Corporation or such other place as the Board\nof Directors may order, a book of minutes of all proceedings of the\nstockholders, the Board of Directors and committees of the board, with the time\nand place of holding, whether regular or special, and if special how authorized,\nthe notice thereof given, the names of those present at directors' and committee\nmeetings, and the number of shares present or represented at stockholders'\nmeetings. The secretary shall keep or cause to be kept at the principal\nexecutive office or at the office of the Corporation's transfer agent a record\nof stockholders or a duplicate record of stockholders showing the names of the\nstockholders and their addresses, the number of shares and classes of shares\nheld by each, the number and date of certificates issued for the same and the\nnumber and date of cancellation of every certificate surrendered for\ncancellation. The secretary or an assistant secretary or, if they are absent or\nunable or refuse to act, any other officer of the Corporation, shall give or\ncause to be given notice of all the meetings of the stockholders, the Board of\nDirectors and committees of the board required by the bylaws or by law to be\ngiven, and he or she shall keep the seal of the Corporation, if any, in safe\ncustody and shall have such other powers and perform such other duties as may be\nprescribed by the Board of Directors or by the bylaws.\n\n                                      -7-\n\n \n     Section 8.  Assistant Secretaries. It shall be the duty of the assistant \n                 ---------------------\nsecretaries to assist the secretary in the performance of his or her duties and\ngenerally to perform such other duties as may be delegated to them by the Board\nof Directors.\n\n     Section 9.  Chief Financial Officer and Treasurer. The chief financial \n                 -------------------------------------\nofficer and treasurer shall keep and maintain, or cause to be kept and\nmaintained, in accordance with generally accepted accounting principles adequate\nand correct books and records of account of the Corporation. He or she shall\nreceive and deposit all moneys and other valuables belonging to the Corporation\nin the name and to the credit of the Corporation and shall disburse the same\nonly in such manner as the Board of Directors or the appropriate officers of the\nCorporation may from time to time determine, shall render to the chief executive\nofficer and president and the Board of Directors, whenever they request it, an\naccount of all of his or her transactions as chief financial officer and of the\nfinancial condition of the Corporation, and shall perform such further duties as\nthe Board of Directors may require.\n\n     Section 10. Assistant Treasurers. It shall be the duty of the assistant \n                 --------------------\ntreasurers to assist the chief financial officer in the performance of his or\nher duties and generally to perform such other duties as may be delegated to\nthem by the Board of Directors.\n\n     Section 11. Loans or Guarantees of Obligations of Directors and Officers.\n                 ------------------------------------------------------------\nThe Corporation may make any loan of money or property to, or guarantee the\nobligation of, any director or officer of the Corporation or of its parent if\nsuch loan or guaranty is approved by the board alone by a vote sufficient\nwithout counting the vote of any interested director or directors if the board\ndetermines that such loan or guaranty may reasonably be expected to benefit the\nCorporation.\n\n                                  ARTICLE VI\n                                  ----------\n\n                                  Amendments\n                                  ----------\n\n     Section 1.  By Stockholders. New bylaws may be adopted or these bylaws may \n                 ---------------     \nbe amended or repealed by the affirmative vote or written consent of 66-2\/3% of\nthe outstanding shares entitled to vote, except as otherwise provided by law or\nby the articles of incorporation or these bylaws.\n\n     Section 2.  By Directors. Subject to the right of stockholders as provided \n                 ------------\nin Section 1 of this Article to adopt, amend or repeal bylaws, and except as\notherwise provided by law or by the articles of incorporation, bylaws, other\nthan a bylaw or amendment thereof changing the authorized maximum or minimum\nnumber of directors, may be adopted, amended or repealed by the Board of\nDirectors.\n\n                                      -8-\n\n \n                                  ARTICLE VII\n                                  -----------\n\n                           Annual and Other Reports\n                           ------------------------\n\n     The Board of Directors of the Corporation shall cause an annual report to\nbe sent to the stockholders not later than one hundred twenty (120) days after\nthe close of the fiscal year of the Corporation. Such report shall contain a\nbalance sheet as of the end of that completed fiscal year and an income\nstatement and statement of changes in cash flows for that fiscal year,\naccompanied by any report thereon of independent accountants or, if there is no\nsuch report, the certificate of an authorized officer of the Corporation that\nthe statements were prepared without audit from the books and records of the\nCorporation. Such report shall be sent at least fifteen (15) days prior to the\nannual meeting of stockholders to be held during the next fiscal year. The\nannual report shall also contain any information required by the Nevada General\nCorporation Law.\n\n                                 ARTICLE VIII\n                                 ------------\n\n                                Indemnification\n                                ---------------\n\n     Section 1. Right of Indemnification. The Corporation shall have power to \n                ------------------------\nindemnify each of its agents to the fullest extent permissible by the Nevada\nGeneral Corporation Law. Without limiting the generality of the foregoing\nsentence, the Corporation:\n\n     (a)  is authorized to provide indemnification of agents in excess of that\notherwise permitted by sections 78.7502 and 78.751 of the Nevada General\nCorporation Law for those agents of the Corporation for breach of duty to the\nCorporation and its stockholders; provided, however, that the Corporation is not\nauthorized to provide indemnification of any agent for any acts or omissions or\ntransactions from which a director may not be relieved of liability as set forth\nin section 78.037(1) of the Nevada General Corporation Law; and\n\n     (b)  shall have power to purchase and maintain insurance on behalf of any\nagent of the Corporation against any liability asserted against or incurred by\nthe agent in such capacity or arising out of the agent's status as such, whether\nor not the Corporation would have the power to indemnify the agent against such\nliability under the provisions of section 78.037(1) of the Nevada General\nCorporation Law, and shall have power to advance the expenses reasonably\nexpected to be incurred by such agent in defending any such proceeding upon\nreceipt of the undertaking.\n\n     Section 2. Definition of Agent. The term 'agent' used in this Article \n                -------------------\nshall have the same meaning as such term in the Nevada General Corporation Law.\n\n                                      -9-\n\n \n                                  ARTICLE IX\n                                  ----------\n\n                      Certificates and Transfer of Shares\n                      -----------------------------------\n\n     Section 1. Certificates for Shares. Certificates for shares shall be of \n                -----------------------\nsuch form and device as the Board of Directors may designate and shall state the\nname of the record holder of the shares represented thereby; its number; date of\nissuance; the number of shares for which it is issued; a statement of the\nrights, privileges, preferences and restrictions, if any; a statement as to the\nredemption or conversion, if any; a statement of liens or restrictions upon\ntransfer or voting, if any; if the shares be assessable or, if assessments are\ncollectible by personal action, a plain statement of such facts. Every\ncertificate for shares must be signed by the chief executive officer and\npresident or a vice president and the secretary or an assistant secretary or\nmust be authenticated by facsimiles of the signatures of the chief executive\nofficer and president and secretary or by a facsimile of the signature of its\nchief executive officer and president and the written signature of its secretary\nor an assistant secretary.\n\n     Section 2. Transfer on the Books. Upon surrender to the secretary or \n                ---------------------\ntransfer agent of the Corporation of a certificate for shares duly endorsed or\naccompanied 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, cancel the old certificate and record the\ntransaction upon its books.\n\n     Section 3. Lost or Destroyed Certificates. Any person claiming a \n                ------------------------------\ncertificate of stock to be lost or destroyed shall make an affidavit or\naffirmation of that fact and shall if the directors so require give the\nCorporation a bond of indemnity, in form and with one or more sureties\nsatisfactory to the board, in at least double the value of the stock represented\nby said certificate, whereupon a new certificate may be issued in the same tenor\nand for the same number of shares as the one alleged to be lost or destroyed.\n\n     Section 4. Transfer Agents and Registrars. The Board of Directors may \n                ------------------------------\nappoint one or more transfer agents or transfer clerks, and one or more\nregistrars, which shall be an incorporated bank or trust company (either\ndomestic or foreign), who shall be appointed at such times and places as the\nrequirements of the Corporation may necessitate and the Board of Directors may\ndesignate.\n\n     Section 5. Closing Stock Transfer Books - Record Date. In order that the \n                ------------------------------------------\nCorporation may determine the stockholders entitled to notice of any meeting or\nto vote or entitled to receive payment of any dividend or other distribution or\nallotment of any rights or entitled to exercise any rights in respect of any\nother lawful action, the board may fix, in advance, a record date, which shall\nnot be more than sixty (60) nor less than ten (10) days prior to the date of\nsuch meeting nor more than sixty (60) days prior to any other action.\n\n     Section 6. Legend Condition. In the event any shares of this Corporation \n                ----------------\nare issued pursuant to a permit or exemption therefrom requiring the imposition\nof a legend condition the person or persons issuing or transferring said shares\nshall make sure said legend appears on the certificate and on the stub relating\nthereto in the stock record book and shall not be required to\n\n                                      -10-\n\n \ntransfer any shares free of such legend unless an amendment to such permit or a\nnew permit be first issued so authorizing such a deletion.\n\n                                   ARTICLE X\n                                   ---------\n\n                  Corporate Records and Reports -- Inspection\n                  -------------------------------------------\n\n     Section 1. Records. The Corporation shall maintain, in accordance with \n                -------\ngenerally accepted accounting principles, adequate and correct accounts, books\nand records of its business and properties. All of such books, records and\naccounts shall be kept at its principal executive office in the State of Nevada,\nas fixed by the Board of Directors from time to time.\n\n     Section 2. Inspection of Books and Records. All books and records provided \n                -------------------------------\nfor in Sections 78.105 and 78.257 of the Nevada General Corporation Law shall be\nopen to inspection of the directors and stockholders from time to time and in\nthe manner provided in Sections 78.105 and 78.257.\n\n     Section 3. Certification and Inspection of Bylaws. The original or a copy \n                --------------------------------------\nof these bylaws, as amended or otherwise altered to date, certified by the\nsecretary, shall be kept at the Corporation's principal executive office and\nshall be open to inspection by the stockholders of the Corporation, at all\nreasonable times during office hours, as provided in Section 78.105 of the\nNevada General Corporation Law.\n\n     Section 4. Checks, Drafts, Etc. All checks, drafts or other orders for \n                -------------------\npayment of money, notes or other evidences of indebtedness, issued in the name\nof or payable to the Corporation, shall be signed or endorsed by such person or\npersons and in such manner as shall be determined from time to time by\nresolution of the Board of Directors.\n\n     Section 5. Contracts, Etc. -- How Executed. The Board of Directors, except \n                -------------------------------\nas in the bylaws otherwise provided, may authorize any officer or officers,\nagent or agents, to enter into any contract or execute any instrument in the\nname of and on behalf of the Corporation. Such authority may be general or\nconfined to specific instances.\n\n     I, THE UNDERSIGNED, being the secretary of PurchasePro.com, Inc., DO HEREBY\nCERTIFY the foregoing to be the bylaws of said Corporation, as adopted by the\nBoard of Directors on April 19, 1999.\n\n \n\n                                 \/s\/ Christopher P. Carton\n                              --------------------------------------------------\n                                             Christopher P. Carton\n\n                                     -11-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41558","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","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\/41558","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=41558"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41558"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41558"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41558"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}