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SMARTSKYWAYS, INC. BYLAWS Article 1. Offices Section 1.
Principal Office. The principal office and place of business of the
corporation shall be located at Section 2.
Registered Office. The registered office of the corporation shall be
located at 10763 E. Mexico Avenue, Aurora, CO
80012 unless changed as provided by law. Article 2. Shareholders Section
1. Place of Meetings. Meetings of the shareholders of the corporation
shall be held at the principal office of the corporation or such other place,
in Colorado or elsewhere, as may be designated by the board of directors. Section
2. Annual Meeting. The annual meeting of the shareholders for the
purpose of electing directors and for the transaction of other business that
may come before the meeting shall be held on a day and at a time to be
determined by the board of directors. Section
3. Special Meetings. Special meetings of the shareholders for any
purpose may be called by the board of directors, the chairperson of the board,
the president, or by the holders of not less than one-tenth of all the
outstanding shares of the corporation entitled to vote at the meeting. No
business shall be transacted at any special meeting unless it shall have been
set forth in the notice of the meeting, or unless all of the shareholders
entitled to vote at the meeting are present in person or by proxy and consent
to the transaction of other business. Section
4. Notice of Meeting--Waiver. Notice stating the place, day, hour and
purpose of any annual or special meeting of the shareholders shall be given in
the manner prescribed by law to the shareholders entitled to vote at the
meeting. Written waiver by a shareholder of notice of a meeting of shareholders
signed either before, at, or after the time fixed for the meeting shall be
deemed equivalent to giving the notice. By attending a meeting, a shareholder: (a). Waives objection to lack of notice or defective
notice of the meeting unless the shareholder, at the beginning of the meeting,
objects to the holding of the meeting or the transaction of business at the
meeting; and (b). Waives objection to consideration at the meeting
of a particular matter not within the purpose described in the meeting notice
unless the shareholder objects to considering the matter when it is presented. Section
5. Fixing of Record Date. For the purpose of determining shareholders
entitled to notice of and to vote at any meeting of shareholders or any
adjournment of the meeting, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date for any determination of shareholders. The record date shall not exceed
the maximum number of days permitted by the laws of Colorado and, in case of a
meeting of shareholders, shall not be less than 10 days prior to the date on
which the action requiring the determination of shareholders is to be taken. A
determination of shareholders entitled to vote at any meeting of shareholders
shall apply to any adjournment of the meeting. Section
6. Voting Lists. The transfer agent having charge of the stock transfer
books of the corporation shall make, as of the record date for any
determination of shareholders, a complete list of the shareholders entitled to
vote at the meeting, or any adjournment of the meeting, arranged in alphabetical
order, with the address of and the number of shares held by each. For a period
of ten days prior to the meeting the list shall be kept on file at the
principal office of the corporation for inspection by any shareholder during
usual business hours for any purpose germane to the meeting. The list of
shareholders shall also be kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder for any purpose germane
to the meeting during the whole time of the meeting, or any adjournment
thereof. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine the list of shareholders or stock
transfer books or to vote at any meeting of shareholders or any adjournment of
the meeting. Section
7. Quorum and Vote Required. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, the meeting shall be
adjourned without further notice for periods not to exceed 60 days. At the
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally called. The shareholders present at a duly convened meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. If a quorum is present, the
affirmative vote of the majority of shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater proportion or number or voting by classes is
required by statute or the articles of incorporation. Section
8. Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by that shareholder's duly
authorized attorney-in-fact. The proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. Section
9. Voting on Matters Other Than Election of Directors. At all meetings
of shareholders at which a vote is taken on any question, other than for the
election of directors, each outstanding share of common stock entitled to vote
shall be entitled to one vote. [In the event the preferred stock is entitled
to vote, each outstanding share of preferred stock shall be entitled to the
number of votes provided for in the articles of incorporation.] Section
10. Voting for Election of Directors. Except as otherwise provided in
the articles of incorporation, at each annual meeting of shareholders, the
shareholders shall elect by ballot the number of directors provided for in the
bylaws. The shareholders shall proceed to nominate persons to be directors, and
each shareholder entitled to vote at the meeting shall have the right to
nominate. A shareholder shall have the right to vote the number of shares
standing in that shareholder's name on the stock transfer books of the
corporation as of the record date and is entitled to vote at the meeting. In
balloting for directors a shareholder may vote the number of shares in that
shareholder's name for as many persons as are to be elected directors. Those
nominees receiving the highest number of votes, in consecutive order, shall be
elected to the board of directors for that year. [In the event the holders
of the preferred stock shall be entitled to vote for the election of directors,
pursuant to the provisions of the articles of incorporation, the holders shall
nominate and, voting as a single class, elect the smallest number of directors necessary
to constitute a majority of the board of directors. The remaining directors
shall be nominated and elected as usual by the holders of the common stock.]
The cumulative system of voting for the election of directors shall not be
allowed. Section
11. Order of Business. Unless otherwise determined by the board of
directors the order of business at annual meetings, and so far as practicable
at all other meetings of shareholders, shall be as follows: (a). Call to order. (b). Proof of due notice of meeting. (c). Presentation of list of shareholders certified by
the transfer agent. (d). Appointment of tellers to canvass number of
shares of stock represented in person or by proxy. (e). Acceptance of tellers' report and announcement of
quorum. (f). Reading and disposal of any unapproved minutes. (g). Election of directors. (h). Report of board of directors and other matters. (i). Unfinished business. (j). New business. (k). Announcement of election of directors and other
matters. (l). Questions from shareholders. (m). Adjournment. Article 3. Board of Directors Section
1. General Powers. The business and affairs of the corporation shall be
managed by its board of directors. Section
2. Number, Election, Tenure and Qualifications. The board of directors
of the corporation shall consist of five (5) members. The number of directors
may be increased or decreased by amendment to these bylaws. At each annual
meeting of shareholders, the shareholders shall elect directors to hold office
until the next succeeding annual meeting. A director shall hold office for the
term elected and until a successor shall be elected and qualified. Directors
shall be natural persons, 18 years of age or older, but need not be residents
of Colorado or shareholders of the corporation. Section
3. Vacancies. Any vacancy occurring on the board of directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors, subject to the rights of voting
groups. A director elected to fill a vacancy shall be elected for the unexpired
term of the predecessor in office. Any directorship to be filled by reason of
an increase in the number of directors may be filled by a majority of the
directors then in office or by an election at an annual meeting or at a special
meeting of shareholders called for that purpose. Section
4. Annual Organizational Meeting. The annual organizational meeting of
the board of directors for the purpose of organization, election of officers and
the consideration of other business that may be properly brought before the
meeting shall be the first regular or special meeting of the board of directors
held after the annual meeting of shareholders. Section
5. Regular Meetings. At least one (1) regular meeting of the board of
directors shall be held in each calendar quarter of the year. Unless otherwise
specified in the notice of the meeting, regular meetings of the board of
directors shall be held on the fifteenth (15th) of the month. Section
6. Special Meetings. Special meetings of the board of directors may be
called by the chairperson of the board, the president, or any three (3) members
of the board of directors and held at the time and place fixed in the notice of
the meeting. No business shall be transacted at any special meeting unless it
has been set forth in the notice of the meeting, or unless all of the directors
are present in person and consent to the transaction of other business. Section
7. Place and Notice of Meetings. Regular or special meetings of the
board of directors may be held either within or without Colorado, at the place
specified in the notice of the meeting. Notice of any regular or special
meeting of the board of directors, specifying the day, hour and place of the
meeting shall be given by letter, telegram, or telefacsimile delivered for
transmission at least 36 hours prior to the meeting, or by word of mouth or
telephone at least 24 hours prior to the meeting. Notice of any meeting may be
waived in writing signed by a director before, at or after the date fixed for
the meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of the meeting, except where a director attends for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Any member of the board of directors or a
committee of the board may participate in a regular or special meeting of the
board or committee by means of a conference telephone call or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by this means shall
constitute presence in person at the meeting. Section
8. Quorum and Vote Required. A majority of the directors as provided in
Article 3, Section 2 shall constitute a quorum for the transaction of business
at any meeting of the board of directors. If less than a majority is present,
the meeting shall be adjourned. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors. Section
9. Action Without a Meeting. Any action required or which may be taken
at a meeting of the directors or members of any committee of the directors, may
be taken without a meeting if one or more written consents, setting forth the
action so taken, are signed by all of the directors or members of the
committee, as the case may be, entitled to vote with respect to the subject
matter of the action. The resolutions and written consents adopted by the
directors or members of any committee shall be filed with the minutes of the
board of directors or committee. Section
10. Compensation. By action of the board of directors, the directors may
be paid compensation as directors and may be paid or advanced their expenses,
if any, incurred with respect to their duties as directors of the corporation.
No such fee shall be paid to any director who is a full-time employee of the
corporation. The corporation may enter into written contracts with directors
which provide for the performance of services by the director, the compensation
to be paid, the expenses to be advanced or reimbursed and any other matters
that the corporation and the director feel are necessary or advisable. Section
11. Presumption of Assent. A director who is present at a meeting of the
board of directors or a committee of the board when corporate action is taken
is deemed to have assented to the action taken unless the director: (a). Objects at the beginning of the meeting to the
holding of the meeting or the transacting of business at the meeting; (b). Contemporaneously requests that the director's
dissent from the action taken be entered in the minutes of the meeting; or (c). Gives written notice of the dissent to the
presiding officer of the meeting before its adjournment or to the secretary of
the corporation immediately after adjournment of the meeting. The
right of dissent to specific action taken in a meeting of a board of directors
or a committee is not available to a director who voted in favor of the action. Section
12. Annual Report to Shareholders. The board of directors shall submit
to the shareholders in advance of the annual meeting of shareholders a
consolidated report including financial statements which present fairly the
financial position and operations of the corporation and its subsidiary
companies for the previous fiscal year. Article 4. Executive Committee and Other Committees Section
1. Designation of Executive Committee. At each annual organizational
meeting of the board of directors, a majority of the full board may designate
by resolution those directors, who, with the chairperson of the board and the
president as ex officio members, shall constitute an executive committee. No
member of the executive committee shall continue to be a member of the
committee after that person ceases to be a director of the corporation. The
majority of the board of directors shall have the power to increase or decrease
the number of directors on the executive committee, to fill vacancies occurring
on the committee created by an increase in the number of directors on the
committee or otherwise, to change any member of the committee, and to change
the functions or terminate the existence of the committee. Section
2. Powers of the Executive Committee. During the intervals between
meetings of the board of directors, and subject to any limitations required by
law or by resolution of the board of directors, the executive committee shall
have and may exercise all of the authority of the board of directors in the
management of the corporation. All minutes of meetings of the executive
committee shall be submitted to the next succeeding meeting of the board of
directors and be recorded in the minute book of the corporation. Section
3. Executive Committee Procedure, Meetings, Quorum. The chairperson of
the board shall be chairperson of the executive committee, and a secretary of
the meeting shall be appointed from among the members present at each meeting.
In the absence of the chairperson of the board from any meeting of the
executive committee, the president, if present, shall act as chairperson of the
meeting. In the absence from any meeting of both the chairperson of the board
and the president, a chairperson of the meeting shall be appointed from among
the members present at each meeting. The executive committee shall keep minutes
of its acts and proceedings. Meetings of the executive committee shall be held
at the times and places in Colorado or elsewhere as the duties of the committee
may require. A majority of the executive committee shall constitute a quorum
for the transaction of business, and the act of a majority of the members
present at a meeting at which a quorum is present shall be the act of the
executive committee. Unless otherwise provided by the executive committee, its
meetings shall be held on the call of the chairperson of the board, or on the
call of any two members of the committee. Section
4. Compensation. By action of the board of directors, the members of the
executive committee may be paid compensation as members and may be paid or
advanced their expenses, if any, incurred with respect to their duties as
members of the executive committee. No fee shall be paid to any member of the
executive committee who is a full-time employee of the corporation. Section
5. Other Committees. A majority of the full board of directors may adopt
a resolution designating or appointing other committees of its members with the
duties and responsibilities delegated to the committees by the board of
directors. Article 5. Officers Section
1. Number. The principal officers of the corporation shall consist of a
chairperson of the board, a president, one or more vice presidents (which term,
as used in these bylaws, shall include executive vice presidents, vice
presidents and assistant vice presidents) a secretary and a treasurer. The
subordinate officers of the corporation may consist of any other officers and
assistant officers that may be deemed necessary by the board of directors for
the proper management of the corporation. The board of directors may delegate
to any officer the power to appoint or remove subordinate officers, agents or
employees. The offices of president and secretary shall not be held by the same
person. The offices of chairperson of the board and president may be held by
the same person. The board shall, from time to time, designate either the
chairperson of the board or the president as the chief executive officer of the
corporation, who, subject to the control of the board of directors, shall in
general supervise and control all of the business and affairs of the
corporation. Section
2. Election and Term of Office. At each annual organizational meeting,
the board of directors shall elect a chairperson of the board and a president
from among its members. The board shall also elect one or more vice presidents,
a secretary and a treasurer, none of whom need to be directors. Officers shall
hold office until their successors shall have been duly elected and qualified,
or until their earlier death, resignation or removal. Additional officers may
be elected by the board of directors at any time, with any authority and duties
and for any terms that the board of directors may prescribe. Section
3. Removal. Any officer may be removed by the board of directors or by
the executive committee whenever, in its judgment, the best interests of the
corporation will be served by removal of the officer. Section
4. Resignations. Any officer may resign by giving written notice to the
board of directors, the chairperson of the board, the president or secretary. A
resignation shall take effect at the time specified in the resignation, and if
no time is specified then it shall become effective at the time of receipt. Section
5. Vacancies. A vacancy in any office may be filled at any time by the
board of directors for the remainder of the term. Section
6. The Chairperson of the Board. The chairperson of the board shall
preside at all meetings of the board of directors, the executive committee and
the shareholders. The chairperson shall have and perform duties incident to the
office of chairperson of the board and other duties as may be assigned by the
board of directors or the executive committee. Section
7. The President. The president shall have and perform duties which are
assigned by the board of directors or the executive committee. In the absence
of the chairperson of the board or his or her inability to act, the president
shall perform and exercise all of the duties and powers of the chairperson of
the board. Section
8. Vice Presidents. Each vice president shall have and perform duties as
may be assigned by the board of directors, the chairperson of the board, the
executive committee or the president. In the absence of the president or the
president's inability to act, the duties and powers of the office shall be
performed and exercised by any officer designated in writing by the president. Section
9. Assistant Vice Presidents. Each assistant vice president shall have
and perform duties as may be assigned by the board of directors, the
chairperson of the board, the executive committee, the president, or any vice
president. Section 10. The Secretary.
(a). Shall keep or cause to be kept the minutes of the
meetings of the board of directors and shareholders or any committees of the
directors in books provided for that purpose; (b). Shall see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c). Shall be custodian of the corporation's records
and of the seal of the corporation and see that the seal of the corporation is
affixed, embossed or reproduced on all documents, where the seal is required; (d). May sign with the chairperson of the board, the
president, or any vice president, certificates evidencing shares of capital
stock of the corporation, or bonds of the corporation, the issuance of which
shall have been authorized by the board of directors; (e). Shall have general supervision of the stock
transfer books of the corporation, and shall keep a complete record of the
shareholders on file at the principal place of business of the corporation,
arranged in alphabetical order, giving the names and addresses of all
shareholders and the number and class of shares held by each; and (f). Shall in general have and perform all duties
incident to the office of secretary and such other duties as may be assigned by
the board of directors, any of its committees, or the president. Section
11. The Assistant Secretaries. Each assistant secretary shall assist the
secretary and shall have and perform such other duties as the board of
directors, any of its committees, the president or secretary may assign. Any
assistant secretary may, in the case of the absence or inability of the secretary
to act, act in place of the secretary. Section
12. The Treasurer. (a). Shall have charge and custody of, and be
responsible for, all funds of the corporation; (b). Shall deposit all funds in the name of the
corporation in banks, trust companies or other depositories in accordance with
resolutions adopted by the board of directors; (c). Shall receive, and give receipts for, moneys due
and payable to the corporation from any source whatsoever; (d). May sign with the chairperson of the board, the
president, or any vice president, certificates evidencing capital stock or
bonds of the corporation; and (e). Shall have and perform all the duties incident to
the office of treasurer and such other duties as may be assigned by the board
of directors or any of its committees, or by the president, or the vice
president designated as the chief financial officer of the corporation who is
not also concurrently serving as treasurer. The
treasurer shall render to the board of directors or any of its committees, or
to the president, or the vice president designated as the chief financial
officer of the corporation who is not also concurrently serving as treasurer,
whenever the same shall be required, an account of all transactions as
treasurer and of the financial condition of the corporation. The treasurer
shall, if required to do so by the board of directors, give the corporation a
bond in an amount and with the surety as may be required by the board of
directors, for the restoration to the corporation, in case of death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in the possession or under the
control of the treasurer and belonging to the corporation. Section
13. The Assistant Treasurers. Each assistant treasurer shall assist the
treasurer, and shall have and perform any other duties that the board of
directors, any of its committees, the president, or the vice president
designated as the chief financial officer of the corporation, or treasurer may
assign. Article 6. Checks, Borrowings and Bonds Section
1. Checks and Borrowings. All checks, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by the officers, employees, or agents of
the corporation in the manner determined by the board of directors or the
bylaws. Section
2. Bonds. The signature of the chairperson of the board, the president,
or any vice president on bonds and the corporation's attestation authorized by
the board of directors or executive committee, may be evidenced by facsimiles
engraved, lithographed, printed or otherwise imprinted or reproduced on the
bonds. Article 7. Certificates for Shares and Their Transfer Section
1. Certificates for Shares. Certificates representing shares of the
corporation shall be in a form, not inconsistent with the articles of
incorporation or the laws of Colorado, and approved by the board of directors.
All certificates for shares shall be consecutively numbered, or otherwise
identified and shall be signed by the chairperson of the board, the president,
or any vice president and by the treasurer, any assistant treasurer, secretary
or any assistant secretary, and shall contain the seal of the corporation or a
facsimile of the seal. Any signature on a certificate may be a facsimile if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the corporation itself or an employee of the corporation. If an officer
who signed or whose facsimile signature has been placed on a certificate shall
have ceased to be that officer before the certificate is issued, it may still
be issued by the corporation with the same effect as if the person were the
officer at the date of its issuance. Section
2. Transfer Agent and Registrar for Shares of Corporation. The board of
directors shall appoint one or more transfer agents and registrars for the
shares of common stock and preferred stock of the corporation. The corporation
itself may be a transfer agent and registrar for its shares. Each transfer
agent shall maintain, among other records, a shareholders ledger setting forth,
among other things, the names and addresses of the holders of all issued shares
of the corporation, the number and class of shares held by each, the
certificate numbers representing the shares, and the date of issue of the
certificates representing the shares. Each registrar shall maintain, among
other records, a stock register, setting forth, among other things, the total
number of shares of each class of shares which the corporation is authorized to
issue, and the total number of shares actually issued. The shareholders' ledger
and the stock register are identified as the stock transfer books of the corporation;
but as between the shareholders' ledger and the stock register, the names and
addresses of shareholders, as they appear on the shareholders' ledger
maintained by the transfer agent, shall be the official list of shareholders of
record of the corporation. The name and address of each shareholder of record,
as they appear on the shareholders' ledger, shall be conclusive evidence as to
who are the shareholders entitled to receive notice of the meetings of
shareholders, to vote at the meetings and to own, enjoy and exercise any other
property or rights deriving from the shares of the corporation. Section
3. Transfer of Shares. Except as otherwise provided by law, transfer of
shares of the corporation shall be made on the stock transfer books of the
corporation by the shareholder of record, or by that shareholder's legal
representative, or duly authorized attorney-in-fact, and on surrender for
cancellation of the certificate for the shares to be transferred. The board of
directors may adopt rules and regulations, not inconsistent with law or these
bylaws, relating to the issuance, transfer and registration of certificates of
shares of the capital stock of the corporation. Section
4. Lost, Taken or Destroyed Certificates. The corporation may issue a
replacement certificate for shares of stock in the place of any certificate
previously issued and alleged to have been lost, wrongfully taken or apparently
destroyed. The board of directors may require the owner of the lost, wrongfully
taken or apparently destroyed certificate, or that shareholder's legal
representative, to furnish an affidavit as to the loss, wrongful taking, or
apparent destruction and to give a bond in form and substance, and with surety
with fixed or open penalty, as it may direct, to indemnify the corporation, the
transfer agent and registrar against any claim made on account of the alleged
loss, wrongful taking or apparent destruction of the certificate. The board of
directors may adopt rules and regulations relating to lost, wrongfully taken or
apparently destroyed certificates of the capital stock of the corporation or
bonds or other evidences of indebtedness of the corporation. Article 8. Fiscal Year Section
1. Fiscal Year. The fiscal year of the corporation shall begin on the
first day of January and end on the thirty-first day of December in each year. Article 9. Seal Section
1. Seal. The corporate seal shall be circular in form and shall have
inscribed on the seal the name of the corporation and the state of
incorporation. The seal, or any facsimile of the seal, may be affixed, embossed
or reproduced on documents requiring the corporate seal. Article 10. Amendments Section
1. Amendments. These bylaws may be altered, amended or repealed by the
board of directors at any regular or special meeting. Article 11. General Section
1. Severability. If any section, paragraph or sentence of these bylaws
is determined to be invalid or unenforceable, this shall not affect the
validity of the remaining sections, paragraphs or sentences, which remaining
sections, paragraphs or sentences shall continue in full force and effect as if
these bylaws had been adopted with the invalid provisions eliminated.
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