BYLAWS
OF
WestMountain
Alternative Energy, Inc.
as
of
November 13, 2007
ARTICLE
I
Offices
The
principal office of the Corporation
shall initially be located at 103 West Mountain, Fort Collins, Colorado 80534.
The Corporation may have other offices at such places within or without the
State of Colorado as the Board of Directors may from time to time
establish.
ARTICLE
II
Registered
Office and
Agent
The
registered office of the Corporation in Colorado shall be located at Penthouse
Suite, 8400 East Prentice Ave., Greenwood Village, Colorado 80111 and the
registered agent shall be Corporate Filing Corp. The Board of Directors may,
by
appropriate resolution from time to time, change the registered office and/or
agent.
ARTICLE
III
Meetings
of Stockholders
Section 1. Annual
Meetings. The annual
meeting of the Stockholders for the election of Directors and for the
transaction of such other business as may properly come before such meeting
shall be held at such time and date as the Board of Directors shall designate
from time to time by resolution duly adopted.
Section 2. Special
Meetings. A special
meeting of the Stockholders may be called at any time by the President or the
Board of Directors, and shall be called by the President upon the written
request of Stockholders of record holding in the aggregate twenty per cent
(20%)
or more of the outstanding shares of stock of the Corporation entitled to vote,
such written request to state the purpose or purposes of the meeting and to
be
delivered to the President.
Section 3. Place
of
Meetings. All meetings
of
the Stockholders shall be held at the principal office of the Corporation or
at
such other place, within or without the State of Colorado, as shall be
determined from time to time by the Board of Directors or the Stockholders
of
the Corporation.
Section 4. Change
in Time or Place of Meetings. The time and
place specified in this Article III for annual meetings shall not be changed
within thirty (30) days next before the day on which such meeting is to be
held. A notice of any such change shall be given to each Stockholder
at least twenty (20) days before the meeting, in person or by letter mailed
to
his last known post office address.
Section 5 . Notice
of Meetings. Written
notice, stating the place, day and hour of the meeting, and in the case of
a
special meeting, the purposes for which the meeting is called, shall be given
by
or under the direction of the President or Secretary at least ten (10) days
but
not more than fifty (50) days before the date fixed for such meeting; except
that if the number of the authorized shares of the Corporation are to be
increased, at least thirty (30) days' notice shall be given. Notice shall be
given to each Stockholder entitled to vote at such meeting, of record at the
close of business on the day fixed by the Board of Directors as a record date
for the determination of the Stockholders entitled to vote at such meeting,
or
if no such date has been fixed, of record at the close of business on the day
next preceding the day on which notice is given. Notice shall be in
writing and shall be delivered to each Stockholder in person or sent by United
States Mail, postage prepaid, addressed as set forth on the books of the
Corporation. A waiver of such notice, in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemedequivalent
to such notice. Except as otherwise required by statute, notice of
any adjourned meeting of the Stockholders shall not be required.
Section 6. Quorum. Except
as may
otherwise be required by statute, the presence at any meeting, in person or
by
proxy, of the holders of record of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to constitute
a quorum for the transaction of business. In the absence of a quorum,
a majority in interest of the Stockholders entitled to vote, present in person
or by proxy, or, if no Stockholder entitled to vote is present in person or
by
proxy, any Officer entitled to preside or act as secretary of such meeting,
may
adjourn the meeting from time to time for a period not exceeding sixty (60)
days
in any one case. At any such adjourned meeting at which a quorum may
be present, any business may be transacted which might have been transacted
at
the meeting as originally called. The Stockholders present at a duly
organized meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough Stockholders to leave less than a quorum.
Section 7. Voting. Except
as may
otherwise be provided by statute or these Bylaws, including the provisions
of
Section 4 of Article VIII hereof, each Stockholder shall at every meeting of
the
Stockholders be entitled to one (1) vote, in person or by proxy, for each share
of the voting capital stock held by such Stockholder. However, no
proxy shall be voted on after eleven (11) months from its date, unless the
proxy
provides for a longer period. At all meetings of the Stockholders, except as
may
otherwise be required by statute, the Articles of Incorporation of this
Corporation, or these Bylaws, if a quorum is present, the affirmative vote
of
the majority of the shares represented at the meeting and entitled to vote
on
the subject matter shall be the act of the Stockholders.
Persons
holding stock in a fiduciary capacity shall be entitled to vote the shares
so
held, and persons whose stock is pledged shall be entitled to vote, unless
in
the transfer by the pledgor on the books of the Corporation he shall have
expressly empowered the pledgee to vote thereon, in which case only the pledgee
or his proxy may represent said stock and vote thereon.
Shares
of
the capital stock of the Corporation belonging to the Corporation shall not
be
voted directly or indirectly.
Section 8. Consent
of Stockholders in Lieu of Meeting. Whenever
the vote of
Stockholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action, by any provision of statute, these Bylaws,
or the Articles of Incorporation, the meeting and vote of Stockholders may
be
dispensed with if that number of shares which would have been required to vote
affirmatively upon the action if such meeting were held shall consent in writing
to such corporate action being taken.
Section 9. Telephonic
Meeting. Any meeting
held
under this Article III may be held by telephone, in accordance with the
provisions of the Colorado Business Corporation Act.
Section
10. List
of
Stockholders Entitled to Vote. The Officer
who
has charge of the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every annual meeting, a complete list of the
Stockholders entitled to vote at such meeting, arranged in alphabetical 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 during ordinary business hours, for a period
of
at least ten (10) days prior to election, either at a place within the city,
town or village where the election is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where said
meeting is to be held. The list shall be produced and kept at the
time and place of election during the whole time thereof and be subject to
the
inspection of any Stockholder who may be present.
ARTICLE
IV
Board
of
Directors
Section 1. General
Powers. The
business and affairs of the Corporation shall be managed by the Board of
Directors, except as otherwise provided by statute, the Articles of
Incorporation of the Corporation, or these Bylaws.
Section
2. Number
and Qualifications.
The Board
of Directors shall consist of at least one (1) member, and not
more than five (5) members, as shall be designated by the Board of Directors
from time to time, and in the absence of such designation, the Board of
Directors shall consist of least one (1) member. This number may be
changed from time to time by resolution of the Board of
Directors. However, no such change shall have the effect of reducing
the number of members below least one (1) member. Members need not be residents
of the State of Colorado or Stockholders of the
Corporation. Directors shall be natural persons of the age of
eighteen (18) years or older.
Section 3. Election
and Term of Office. Members of
the
initial Board of Directors of the Corporation shall hold office until the first
annual meeting of Stockholders. At the first annual meeting of
Stockholders, and at each annual meeting thereafter, the Stockholders shall
elect Directors to hold office until the next succeeding annual
meeting. Each Director shall hold office until his successor is duly
elected and qualified, unless sooner displaced. Election of Directors
need not be by ballot.
Section 4. Compensation. The
Board of
Directors may provide by resolution that the Corporation shall allow a fixed
sum
and reimbursement of expenses for attendance at meetings of the Board of
Directors and for other services rendered on behalf of the
Corporation. Any Director of the Corporation may also serve the
Corporation in any other capacity, and receive compensation therefor in any
form, as the same may be determined by the Board in accordance with these
Bylaws.
Section 5. Removals
and Resignations. Except as
may
otherwise be provided by statute, the Stockholders may, at any special meeting
called for the purpose, by a vote of the holders of the majority of the shares
then entitled to vote at an election of Directors, remove any or all Directors
from office, with or without cause.
A
Director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. The
resignation shall take effect immediately upon the receipt of the notice, or
at
any later period of time specified therein. The acceptance of such
resignation shall not be necessary to make it effective, unless the resignation
requires acceptance for it to be effective.
Section 6. Vacancies. Any
vacancy
occurring in the office of a Director, whether by reason of an increase in
the
number of directorships or otherwise, may be filled by a majority of the
Directors then in office, though less than a quorum. A Director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office, unless sooner displaced.
When
one
or more Directors resign from the Board, effective at a future date, a majority
of the Directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective. Each
Director so chosen shall hold office as herein provided in the filling of other
vacancies.
Section 7. Executive
Committee. By
resolution adopted by a majority of the Board of Directors, the Board may
designate one or more committees, including an Executive Committee, each
consisting of one (1) or more Directors. The Board of Directors may
designate one (1) or more Directors as alternate members of any such committee,
who may replace any absent or disqualified member at any meeting of such
committee. Any such committee, to the extent provided in the
resolution and except as may otherwise be provided by statute, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require the
same. The designation of such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law. If
there be more than two (2) members on such committee, a majority of any such
committee may determine its action and may fix the time and place of its
meetings, unless provided otherwise by the Board. If there be only
two (2) members, unanimity of action shall be required. Committee
action may be by way of a written consent signed by all committee
members. The Board shall have the power at any time to fill vacancies
on committees, to discharge or abolish any such committee, and to change the
size of any such committee.
Except
as
otherwise prescribed by the Board of Directors, each committee may adopt such
rules and regulations governing its proceedings, quorum, and manner of acting
as
it shall deem proper and desirable.
Each
such
committee shall keep a written record of its acts and proceedings and shall
submit such record to the Board of Directors. Failure to submit such
record, or failure of the Board to approve any action indicated therein will
not, however, invalidate such action to the extent it has been carried out
by
the Corporation prior to the time the record of such action was, or should
have
been, submitted to the Board of Directors as herein provided.
ARTICLE
V
Meetings
of Board of
Directors
Section 1. Annual
Meetings. The Board
of
Directors shall meet each year immediately after the annual meeting of the
Stockholders for the purpose of organization, election of Officers, and
consideration of any other business that may properly be brought before the
meeting. No notice of any kind to either old or new members of the
Board of Directors for such annual meeting shall be necessary.
Section
2. Regular
Meetings. The Board
of
Directors from time to time may provide by resolution for the holding of regular
meetings and fix the time and place of such meetings. Regular
meetings may be held within or without the State of Colorado. The
Board need not give notice of regular meetings provided that the Board promptly
sends notice of any change in the time or place of such meetings to each
Director not present at the meeting at which such change was made.
Section 3. Special
Meetings. The
Board may hold special meetings of the Board of Directors at any place, either
within or without the State of Colorado, at any time when called by the
President, or two or more Directors. Notice of the time and place
thereof shall be given to and received by each Director at least three (3)
days
before the meeting. A waiver of such notice in writing, signed by the
person or persons entitled to said notice, either before or after the time
stated therein, shall be deemed equivalent to such notice. Notice of
any adjourned special meeting of the Board of Directors need not
given.
Section 4. Quorum. The
presence, at
any meeting, of a majority of the total number of Directors shall be necessary
and sufficient to constitute a quorum for the transaction of
business. Except as otherwise required by statute, the act of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors; however, if only one (1) Director
is
present, unanimity of action shall be required. In the absence of a
quorum, a majority of the Directors present at the time and place of any meeting
may adjourn such meeting from time to time until a quorum is
present.
Section 5. Consent
of Directors in Lieu of Meeting. Unless otherwise
restricted
by statute, the Board may take any action required or permitted to be taken
at
any meeting of the Board of Directors without a meeting, if a written consent
thereto is signed by all members of the Board, and such written consent is
filed
with the minutes of proceedings of the Board.
Section 6. Telephonic
Meeting. Any meeting
held
under this Article V may be held by telephone, in accordance with the provisions
of the Colorado Business Corporation Act.
Section 7. Attendance
Constitutes Waiver.
Attendance
of a Director at a meeting constitutes a waiver of any notice
to which the Director may otherwise have been entitled, except where a Director
attends a meeting for the express purpose of objecting the transaction of any
business because the meeting is not lawfully called or convened.
ARTICLE
VI
Officers
Section 1. Number. The
Corporation
shall have a President, one or more Vice Presidents as the Board may from time
to time elect, a Secretary and a Treasurer, and such other Officers and Agents
as may be deemed necessary. One person may hold more than one
office.
Section 2. Election,
Term of Office and Qualifications. The Board
shall
choose the Officers specifically designated in Section 1 of this Article VI
at
the annual meeting of the Board of Directors and such Officers shall hold office
until their successors are chosen and qualified, unless sooner
displaced. Officers need not be Directors of the
Corporation.
Section 3. Subordinate
Officers. The
Board of Directors, from time to time, may appoint other Officers and Agents,
including one or more Assistant Secretaries and one or more Assistant
Treasurers, each of whom shall hold office for such period, and each of whom
shall have such authority and perform such duties as are provided in these
Bylaws or as the Board of Directors from time to time may
determine. The Board of Directors may delegate to any Officer the
power to appoint any such subordinate Officers and Agents and to prescribe
their
respective authorities and duties.
Section 4. Removals
and Resignations. The Board
of
Directors may, by vote of a majority of their entire number, remove from office
any Officer or Agent of the Corporation, appointed by the Board of
Directors. Any
Officer may resign at any time by giving written notice to the Board of
Directors. The resignation shall take effect immediately upon the
receipt of the notice, or any later period of time specified
therein. The acceptance of such resignation shall not be necessary to
make it effective, unless the resignation requires acceptance for it to be
effective.
Section 5. Vacancies. Whenever
any
vacancy shall occur in any office by death, resignation, removal, or otherwise,
it shall be filled for the unexpired portion of the term in the manner
prescribed by these Bylaws for the regular election or appointment to such
office, at any meeting of Directors.
Section 6. The
President. The President
shall be the chief executive officer of the Corporation and, subject to the
direction and under the supervision of the Board of Directors, shall have
general charge of the business, affairs and property of the Corporation, and
shall have control over its Officers, Agents and Employees. The
President shall preside at all meetings of the Stockholders and of the Board
of
Directors at which he is present. The President shall do and perform
such other duties and may exercise such other powers as these Bylaws or the
Board of Directors from time to time may assign to him.
Section 7. The
Vice
President. At the request
of the President or in the event of his absence or disability, the Vice
President, or in case there shall be more than one Vice President, the Vice
President designated by the President, or in the absence of such designation,
the Vice President designated by the Board of Directors, shall perform all
the
duties of the President, and when so acting, shall have all the powers of,
and
be subject to all the restrictions upon, the President. Any Vice
President shall perform such other duties and may exercise such her powers
as
from time to time these Bylaws or by the Board of Directors or the President
be
assign to him.
Section 8. The
Secretary. The
Secretary shall:
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a.
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record
all the proceedings of the meetings of the Corporation and Directors
in a
book to be kept for that purpose;
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b.
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have
charge of the stock ledger (which may, however, be kept by any transfer
agent or agents of the Corporation under the direction of the Secretary),
an original or duplicate of which shall be kept at the principal
office or
place of business of the Corporation in the State of Colorado;
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c.
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see
that all notices are duly and properly given;
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d.
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be
custodian of the records of the Corporation and the Board of Directors,
and the and of the seal of the Corporation, and see that the seal
is
affixed to all stock certificates prior to their issuance and to
all
documents for which the Corporation has authorized execution on its
behalf
under its seal;
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e.
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see
that all books, reports, statements, certificates, and other documents
and
records required by law to be kept or filed are properly kept or
filed;
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f.
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in
general, perform all duties and have all powers incident to the office
of
Secretary, and perform such other duties and have such other powers
as
these Bylaws, the Board of Directors or the President from time to
time
may assign to him; and
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g.
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prepare
and make, at least ten (10) days before every election of Directors,
a
complete list of the Stockholders entitled to vote at said election,
arranged in alphabetical order.
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Section 9. The
Treasurer. The Treasurer
shall:
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a.
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have
supervision over the funds, securities, receipts and disbursements
of the
Corporation;
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b.
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cause
all moneys and other valuable effects of the Corporation to be deposited
in its name and to its credit, in such depositories as the Board
of
Directors or, pursuant to authority conferred by the Board of Directors,
its designee shall select;
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c.
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cause
the funds of the Corporation to be disbursed by checks or drafts
upon the
authorized depositaries of the Corporation, when such disbursements
shall
have been duly authorized;
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d.
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cause
proper vouchers for all moneys disbursed to be taken and preserved;
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e.
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cause
correct books of accounts of all its business and transactions to
be kept
at the principal office of the Corporation;
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f.
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render
an account of the financial condition of the Corporation and of his
transactions as Treasurer to the President or the Board of Directors,
whenever requested;
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g.
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be
empowered to require from the Officers or Agents of the Corporation
reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation;
and
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h.
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in
general, perform all duties and have all powers incident to the office
of
Treasurer and perform such other duties and have such other powers
as from
time to time may be assigned to him by these Bylaws or by the Board
of
Directors or the President.
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Section
10. Salaries.
The
Board of Directors
shall from time to time fix the salaries of the Officers of the
Corporation. The Board of Directors may delegate to any person the
power to fix the salaries or other compensation of any Officers or Agents
appointed, in accordance with the provisions of Section 3 of this Article
VI. No Officer shall be prevented from receiving such salary by
reason of the fact that he is also a Director of the
Corporation. Nothing contained in this Bylaw shall be construed so as
to obligate the Corporation to pay any Officer a salary, which is within the
sole discretion of the Board of Directors.
Section
11. Surety
Bond. The Board
of Directors may in its discretion secure the fidelity of any or all of the
Officers of the Corporation by bond or otherwise.
ARTICLE
VII
Execution
of Instruments
Section 1. Checks,
Drafts, Etc. The President
and the Secretary or Treasurer shall sign all checks, drafts, notes, bonds,
bills of exchange and orders for the payment of money of the Corporation, and
all assignments or endorsements of stock certificates, registered bonds or
other
securities, owned by the Corporation, unless otherwise directed by the Board
of
Directors, or unless otherwise required by law. The Board of
Directors may, however, authorize any Officer to sign any of
such
instruments for and on behalf of the Corporation without necessity of
countersignature, and may designate Officers or Employees of the Corporation
other than those named above who may, in the name of the Corporation, sign
such
instruments.
Section 2. Execution
of Instruments Generally. Subject always
to the specific direction of the Board of Directors, the President shall execute
all deeds and instruments of indebtedness made by the Corporation and all other
written contracts and agreements to which the Corporation shall be a party,
in
its name, attested by the Secretary. The Secretary, when necessary
required, shall affix the corporate seal thereto.
Section 3. Proxies. The
President
and the Secretary or an Assistant Secretary of the Corporation or by any other
person or persons duly authorized by the Board of Directors may execute and
deliver proxies to vote with respect to shares of stock of other corporations
owned by or standing in the name of the Corporation from time to time on behalf
of the Corporation.
ARTICLE
VIII
Capital
Stock
Section 1. Certificates
of Stock. Every
holder of stock in the Corporation shall be entitled to have a certificate,
signed in the name of the Corporation by the President and by the Secretary
of
the Corporation, certifying the number of shares owned by that person in the
Corporation.
Certificates
of stock shall be in such form as shall, in conformity to law, be prescribed
from time to time by the Board of Directors.
Section 2. Transfer
of Stock. Shares of stock of the Corporation shall only be
transferred on the books of the Corporation by the holder of record thereof
or
by his attorney duly authorized in writing, upon surrender to the Corporation
of
the certificates for such shares endorsed by the appropriate person or persons,
with such evidence of the authenticity of such endorsement,
transfer,
authorization
and other matters as the Corporation may reasonably
require. Surrendered certificates shall be cancelled and shall be
attached to their proper stubs in the stock certificate book.
Section 3. Rights
of Corporation with Respect to Registered Owners. Prior to the
surrender to the Corporation of the certificates for shares of stock with a
request to record the transfer of such shares, the Corporation may treat the
registered owner as the person entitled to receive dividends, to vote, to
receive notifications, and otherwise to exercise all the rights and powers
of an
owner.
Section 4. Closing
Stock Transfer Book.
The Board
of Directors may close the Stock Transfer Book of the
Corporation for a period not exceeding fifty (50) days preceding the date of
any
meeting of Stockholders, the date for payment of any dividend, the date for
the
allotment of rights, the date when any change, conversion or exchange of capital
stock shall go into effect or for a period of not exceeding fifty (50) days
in
connection with obtaining the consent of Stockholders for any
purpose. However, in lieu of closing the Stock Transfer Book, the
Board of Directors may in advance fix a date, not exceeding fifty (50) days
preceding the date of any meeting of Stockholders, the date for the payment
of
any dividend, the date for the allotment of rights, the date when any change
or
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the Stockholders entitled to notice of, and to vote at, any such meeting
and
any adjournment thereof, or entitled to receive payment of any such dividend,
or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent.
In such case such Stockholders of record on the date so fixed, and only such
Stockholders shall be entitled to such notice of, and to vote at, such meeting
and any adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as
aforesaid.
Section 5. Lost,
Destroyed and Stolen Certificates. The Corporation
may issue a
new certificate of shares of stock in the place of any certificate theretofore
issued and alleged to have been lost,
destroyed or stolen. However, the Board of Directors may require the
owner of such lost, destroyed or stolen certificate or his legal representative,
to: (a) request a new certificate before the Corporation has notice
that the shares have been acquired by a bona fide purchaser; (b) furnish an
affidavit as to such loss, theft or destruction; (c) file with the Corporation
a
sufficient indemnity bond; or (d) satisfy such other reasonable requirements,
including evidence of such loss, destruction, or theft as may be imposed by
the
Corporation.
ARTICLE
IX
Dividends
Section 1. Sources
of Dividends. The Directors
of
the Corporation, subject to the Colorado Business Corporation Act, may declare
and pay dividends upon the shares of the capital stock of the
Corporation.
Section 2. Reserves. Before
the
payment of any dividend, the Directors of the Corporation may set apart out
of
any of the funds of the Corporation available for dividends a reserve or
reserves for any proper purpose, and the Directors may abolish any such reserve
in the manner in which it was created.
Section 3. Reliance
on Corporate Records.
A Director
in relying in good faith upon the books of account of the
Corporation or statements prepared by any of its officials as to the value
and
amount of the assets, liabilities, and net profits of the Corporation, or any
other facts pertinent to the existence and amount of surplus or other funds
from
which dividends might properly be declared and paid shall be fully
protected.
Section 4. Manner
of Payment. Dividends
may be
paid in cash, in property, or in shares of the capital stock of the
Corporation.
ARTICLE
X
Seal
and
Fiscal Year
Section 1. Seal. The
corporate
seal, subject to alteration by the Board of Directors, shall be in the form
of a
circle, shall bear the name of the Corporation, and shall indicate its formation
under the laws of the State of Colorado and the year of
incorporation. Such seal may be used by causing it or a facsimile
thereof to be impressed, affixed, or otherwise reproduced.
Section 2. Fiscal
Year. The Board
of
Directors shall, in its sole discretion, designate a fiscal year for the
Corporation.
ARTICLE
XI
Amendments
Except
as
may otherwise be provided herein, a majority vote of the whole Board of
Directors at any meeting of the Board shall be sufficient to amend or repeal
these Bylaws.
ARTICLE
XII
Indemnification
of Officers and Directors
Section 1. Exculpation. No
Director or
Officer of the Corporation shall be liable for the acts, defaults, or omissions
of any other Director or Officer, or for any loss sustained by the Corporation,
unless the same has resulted from his own willful misconduct, willful neglect,
or gross negligence.
Section 2. Indemnification.
Each
Director and Officer
of the Corporation and each person who shall serve at the Corporation's request
as a director or officer of another corporation in which the Corporation owns
shares of capital stock or of which it is a creditor shall be indemnified by
the
Corporation against all reasonable costs, expenses and liabilities (including
reasonable attorneys' fees) actually and necessarily incurred by or imposed
upon
him in connection with, or resulting from any claim, action, suit, proceeding,
investigation, or inquiry of whatever nature in which he may be involved as
a
party or otherwise by reason of his being or having been a Director or Officer
of the Corporation or such director or officer of such other corporation,
whether or not he continues to be a Director or Officer of the Corporation
or a
director or officer of such other corporation, at the time of the
incurring or imposition of such costs, expenses or liabilities, except in
relation to matters as to which he shall be finally adjudged in such action,
suit, proceeding, investigation, or inquiry to be liable for willful misconduct,
willful neglect, or gross negligence toward or on behalf of the Corporation
in
the performance of his duties as such Director or Officer of the Corporation
or
as such director or officer of such other corporation. As to whether
or not a Director or Officer was liable by reason of willful misconduct, willful
neglect, or gross negligence toward or on behalf of the Corporation in the
performance of his duties as such Director or Officer of the Corporation or
as
such director or officer of such other corporation, in the absence of such
final
adjudication of the existence of such liability, the Board of Directors and
each
Director and Officer may conclusively rely upon an opinion of independent legal
counsel selected by or in the manner designated by the Board of
Directors. The foregoing right to indemnification shall be in
addition to and not in limitation of all other rights which such person may
be
entitled as a matter of law, and shall inure to the benefit of the legal
representatives of such person.
Section 3. Liability
Insurance. The Corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who is or was serving
at the request of the Corporation as a director, officer, employee or agent
of
another corporation, partnership, joint venture, trust, association, or other
enterprise against any liability asserted against him and incurred by him in
any
such capacity or arising out of his status as such, whether or not he is
indemnified against such liability by this Article XII.
EX
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