HomeMy WebLinkAboutPartnership Agreement MOV PARTNERSHIP AGREEMENT
This Agreement is made and entered into to be effective as of the 11 day of June, 2008,
by and between MP & HM PATEL PARTNERS, a Texas general partnership ( "MP & HM ") of
College Station, Texas, and OVIVI, INC., a Texas corporation ( "Ovivi ") with principal offices in
College Station, Texas, and VINOD R. KIKANI ( "Kikani ") of Navasota, Texas, (collectively referred
to as "Partners").
WITNESSETH
The Partners desire to form a Partnership (hereinafter referred to as the "Partnership") for
the term and upon the conditions hereinafter set forth. The Partners wish to memorialize their
agreement in written form so as to remove any future doubt about the structure, financial
arrangements, management, control, assignment, dissolution, and other matters reflecting the
content of their agreement.
In consideration of the mutual covenants hereinafter contained, it is agreed by and among
the Partners hereto as follows:
ARTICLE I
BASIC STRUCTURE
1.1 Form
The Parties hereby form a general partnership pursuant to the Laws of the State of Texas.
1.2 Name
The business of the Partnership shall be conducted under the name of "MOV Partnership."
1.3 Place of Business
The principal office and place of business of the Partnership shall be located at 1724
Heath Drive, College Station, Brazos County, Texas 77845, or such other place as the Partners
may from time to time designate.
1.4 Term
The Partnership shall commence on June 12, 2008, and shall continue for forty (40) years,
unless earlier terminated in the following manner:
(a) By the completion of the purposes intended, or
(b) Pursuant to this Agreement, or
(c) By applicable Texas law, or
(d) By death, insanity, bankruptcy, retirement, withdrawal, resignation, expulsion,
disability or dissolution of all of the then Partners.
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1.5 Purpose - Real Estate
The purpose for which the Partnership is organized is to operate, manage, improve,
repair, rent, lease, own, acquire, sell, assign, mortgage, hypothecate, and otherwise deal in the
real and personal property which the Partnership may already own or acquire, and its
appurtenances and fixtures and to deal in direct interests, Stockholder interests, Member
interests, and Partnership interests which represent shares in any and all property, to build, or
contract for the operation and use of, a building or buildings, other structures, and personalty.
1.6 Title to Partnership Assets
Unless otherwise agreed in writing hereafter, each asset of the Partnership shall be titled
and held in the name of the Partnership, not the name of any individual Partner or Partners.
ARTICLE II
FINANCIAL ARRANGEMENTS
2.1 Definitions
For purposes of this document "capital" shall be defined as property made available to and
owned by the Partnership other than property of a kind which would be includable in the inventory
of the Partnership or which is held for sale to customers of the Partnership in its ordinary course of
business. The gain on such property and the losses, deductions, amortization and depreciation
associated with such property shall be added to or subtracted from the Partners' capital accounts
(using the initial capital accounts as a base) according to their then share of capital.
All other ( "operating ") profits (or losses) of the Partnership shall be (if income) deemed to
be income of the Partners according to their share of profits and losses. If losses, these shall be
deducted from the Partners' capital accounts according to their share of profits and losses.
Undistributed profits shall be added to the relevant Partners' capital accounts. Amounts
distributed in excess of current profits shall be deducted from the relevant Partners' capital
accounts.
Upon dissolution, any Partner having a negative capital account balance shall not be
required to make up such a balance.
2.2 Initial Contribution of Partners
Each Partner has made available to the initial capital of the Partnership property in the
amount and form indicated on Schedule A attached hereto and made a part hereof. An individual
capital account shall be maintained for each Partner.
2.3 Additional Capital Contribution
If at any time during the existence of the Partnership it shall become necessary to increase
the capital with which the said Partnership is doing business, then (upon the determination of a
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majority in interest of the Partners) each Partner shall contribute to the capital of this Partnership
(within ten (10) days notice of such need) an amount according to its then Percentage Share of
Profits.
2.4 Percentage Share of Capital
The Percentage share of Capital of each Partner shall be (unless otherwise modified by
the terms of this Agreement) as follows:
Initial Percentage
Names Share of Capital
MP & HM 33.3333%
Ovivi 33.3333%
Kikani 33.3333%
2.5 Partners' Share of the Profits and Losses
The individual Partners shall share in the profits and losses of the Partnership according to
the following priority:
Names Description of Priority
MP & HM 33.3333%
Ovivi , 33.3333%
Kikani 33.3333%
2.6 Allocation of Liquidation Preferences
There shall be no liquidating preferences effective among the Partners. Liquidation
distributions shall be made according to all Partners' shares of profits and losses.
2.7 Return of Capital Contributions
No Partner shall have the right to demand the return of the capital it made available,
except as herein provided.
2.8 Rights of Priority
Except as herein provided, the individual Partners shall have no right to any priority over
each other as to the return of capital contributions.
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2.9 Distributions
Distributions to the Partners of net operating profits of the Partnership, as hereinafter
defined, shall be made at such time as a majority in interest of the Partners shall reasonably
determine. Such distributions shall be made to the Partners within thirty (30) days of the
determination by such majority.
For the purpose of this Agreement, "net operating profit" for any accounting period shall
mean the gross receipts of the Partnership for such period, less the sum of all cash expenses of
operation of the Partnership, and such sums as may be necessary to establish a reserve for
operating expenses.
In determining net operating profit, deductions for depreciation, amortization, or other
similar charges not requiring actual current expenditures of cash shall also be taken into account
in accordance with generally accepted accounting principles.
In any case, ten (10 %) percent of Partnership income shall be left in the Partnership as a
further contribution of capital by each Partner unless otherwise determined by a majority in
interest of the Partners.
2.10 Compensation
No Partner shall be compensated by the Partnership for work or other activities provided
to the Partnership except as may be hereafter agreed between the Partners by separate written
agreement.
ARTICLE III
MANAGEMENT
3.1 No Managing Partner
There shall be no managing partner of the Partnership unless agreed in writing hereafter
by a majority in interest of the Partners and amendment to this Agreement.
3.2 Voting
The Partner(s) shall have the right to vote as to the management and conduct of the
business of the Partnership as follows:
Names Vote
MP & HM 33.3333%
Ovivi 33.3333%
Kikani 33.3333%
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Abstentions and refusals to act upon any measure shall be considered as a vote in favor
of the proposed measure. A Partner shall be deemed to have abstained whenever a response by
said Partner shall not have been received by the Partnership, within the time specified in this
Agreement or in the notice for the response, or within five (5) days after the written request for
such response, whichever is applicable.
3.3 Rights, Powers and Restrictions of Payments
No Partner without the consent of all the other Partners shall:
(a) Do any act in contravention of this Agreement.
(b) Do any act which would make it impossible to carry on the ordinary business of the
Partnership.
(c) Confess judgment against the Partnership.
(d) Possess Partnership property, or assign his interest or rights in specific
Partnership property, for other than a Partnership purpose.
(e) Obligate, or otherwise borrow monies in excess of $25,000.00, on behalf of the
Partnership; provided however, this limitation shall in no way reduce any Partners'
obligation to pay its proportionate part of any cash requirement necessary to pay
ad valorem taxes, insurance or other operational expenses for repair or
maintenance to the Partnership properties.
3.4 Powers of Managing Partners
(a) If any Managing Partner is hereafter designated by written agreement of a majority
in interest of the Partners, such Managing Partner shall have the following
authority:
(1) To exercise the powers reasonably necessary to pursue the Partnership's
purposes; provided however, that the consent of all the Partners shall be necessary for
any decision in contravention of the express written instruction of any other Partner or
involving Twenty Thousand ($20,000.00) Dollars or more.
(2) To obtain, sell and convey, mortgage, encumber, lease, exchange, pledge,
partition, plat, subdivide, improve, repair, surrender, abandon or otherwise deal with or
dispose of any and all real and personal property of whatsoever character and
wheresoever situated forming a part of this Partnership, at such time or times and in such
manner and upon such terms as, in its discretion, it may be deemed expedient and proper;
to give options therefore; to execute deeds, transfers, leases, pledges, mortgages, and
other instruments of any kind (any leases and contracts may extend beyond the term of
the Partnership);
(3) To borrow money upon terms acceptable to the Managing Partner from
any person, corporation or company in an amount not to exceed $20,000.00, and to
pledge or mortgage any property as security therefore and to renew any indebtedness
incurred;
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(4) To open and to close checking or savings accounts, in banks or similar
financial institutions, in its name or in the name of a nominee, with or without indication of
any fiduciary capacity; to deposit cash in and withdraw cash from such accounts, with or
without indication of any fiduciary capacity; to hold such accounts and /or securities in
bearer form, or in its or in the name of a nominee with or without indication of any fiduciary
capacity;
(5) To adjust, arbitrate, compromise, sue or defend, abandon or otherwise deal
with and settle any and all claims in favor of or against the Partnership;
(6) To employ investment counsel, brokers, accountants, attorneys, and any
other agents to act in its behalf; generally to do any act or thing and execute all
instruments necessary, incidental or convenient to the proper administration of the
Partnership property;
(7) To make payments, division, or distribution of the Partnership property
wholly or partly in kind;
(8) To make employment contracts for any or all of its employees; provided,
that no contract shall be made in favor of such Managing Partner without the consent of all
other Partners.
3.5 Liability
No Partner shall incur any liability for any mistakes or errors in judgment made in good
faith and in the exercise of due care in connection with the Partnership business, and no Partner
shall be deemed to have violated any of the provisions of this Partnership Agreement for any such
mistakes or errors in judgment.
ARTICLE IV
RIGHT TO ASSIGN PARTNERSHIP INTEREST
4.1 Partners Right of Assignment of Profits and Losses
An interest in the Partnership shall not be assigned without the approval of all Partners.
ARTICLE V
DISSOLUTION
5.1 Dissolution
In the event that the Partnership shall hereafter be dissolved for any reason whatsoever, a
full and general account of its assets, liabilities and transactions shall at once be taken. Such
assets may be sold and turned into cash as soon as possible and all debts and other amounts
due the Partnership collected. The proceeds thereof shall thereupon be applied as follows:
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(a) To discharge the debts and liabilities of the Partnership and the expenses of
liquidation.
(b) To pay each Partner or its legal representative any unpaid salary, drawing account,
interest or profits to which it shall then be entitled.
(c) To repay to any Partner the capital it made available.
(d) To divide the surplus, if any, among the Partners or their representatives according
to each Partners' then Percentage Share of Capital.
ARTICLE VI
MISCELLANEOUS- SUBSTANCE PROVISIONS
6.1 Miscellaneous - Substantive Provisions
The Partnership's fiscal year shall commence on January 1st of each year and shall end
on December 31st of each year. Full and accurate books of account shall be kept at such place
as the Partners may from time to time designate, showing the condition of the business and
finances of the Partnership; and each Partner shall have access to such books of account and
shall be entitled to examine them at any time during ordinary business hours. At the end of each
year, the Partners shall cause the Partnership's accountant to prepare a balance sheet setting
forth the financial position of the Partnership as of the end of that year and a statement of
operations (income and expenses) for that year. A copy of the balance sheet and statement of
operations shall be delivered to each Partner as soon as it is available.
Each Partner shall be deemed to have waived all objections to any transaction or other
facts about the operation of the Partnership disclosed in such balance sheet and /or statement of
operations unless it shall have notified all other Partners in writing of its objections within thirty (30)
days of the date on which such statement is mailed.
The Partnership books shall be kept on a cash basis and in accordance with generally
accepted accounting principles consistent with those employed for determining its income for
federal income tax purposes.
6.2 Partnership's Agents
Pursuant to the Partnership's day to day activity a majority in interest of the Partners shall
have the power to employ investment counsel, brokers, accountants, attorneys, and any other
agents to act in the Partnership's behalf, and generally to do any act or thing and execute all
instruments necessary, incidental or convenient to the proper administration of the Partnership
property.
6.3 Transfers to Living Trusts
For purpose of this Agreement, any Partner may transfer its interest to a Living Trust or
Family Limited Partnership or limited liability entity. Upon such transfer, legal title shall vest in
such Living Trust, Partnership, or other entity, but such interest shall be subject to the same
events and circumstances as if the transferring Partner continued to own such interest. Further,
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said transferring Partner shall continue to exercise all rights and be liable for all duties imposed by
this Agreement.
6.4 Checks
All checks or demands for money and notes of the Partnership shall be signed by (i) a
Partner or (ii) such other person or persons as the Partners may from time to time designate.
6.5 Conflicts of Interest
Partners may engage in or possess interest in other business partnerships of every kind
and description for their own accounts. Neither the Partnership nor any of the Partners shall have
any rights by virtue of this Agreement in such independent business partnerships or to the income
or profits derived therefrom.
ARTICLE VII
MISCELLANEOUS
7.1 Execution in Counterpart
This Agreement may be executed in any number of counterparts, each of which shall be
taken to be an original.
7.2 Indemnification
The Partnership shall indemnify any person who is made, or threatened to be made, a
party to any action, suit or proceeding (whether civil, criminal, administrative or investigative) by
reason of the fact that it or its successors, or he, his testator or intestate, is or was a manager,
employee or agent of the Partnership or serves or served any other enterprises at the request of
the Partnership to the extent to which such Partner was not acting with gross negligence or wilful
or wanton disregard of either this Agreement or the criminal statutes.
Provided, however, any indemnity under this Section shall be provided out of and to the
extent of Partnership assets only, and no Partner shall have any personal liability with regard to
said indemnity.
•
7.3 Notice
Any and all notices provided for herein shall be given in writing by registered or certified
mail, return receipt requested which shall be addressed to the last address known to the sender or
delivered to the recipient in person.
7.4 Liability
The doing of any act or the failure to do any act by any Partner (the effect of which may
cause or result in loss or damage to the Partnership) if pursuant to opinion of legal counsel
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employed by the Partners on behalf of the Partnership, shall not subject such Partner to any
liability.
7.5 Agreement Binding
This Agreement shall be binding upon each of the Partners and upon their heirs,
executors, administrators, successors or assigns; and the Partners agree for themselves and their
heirs, executors, administrators, successors and assigns to execute any and all instruments in
writing which are or may become necessary or proper to carry out the purpose and intent of this
Agreement.
7.6 Amendments
This Agreement may be altered at any time by the decision of the Partners holding not
Tess than eighty percent (80 %) of the then capital of the Partnership confirmed by an instrument in
writing, which instrument the Partners hereby agree to execute.
7.7 Banking
The Partnership shall maintain a bank account or bank accounts in the Partnership's name
in a national or state bank in the State of Texas. Checks and drafts shall be drawn on the
Partnership's bank account for Partnership purposes only and shall be signed by the Partners, the
Managing Partner, or its designated agent.
7.8 Titles and Subtitles
Titles of the paragraphs and subparagraphs are placed herein for convenient reference
only and shall not to any extent have the effect of modifying, amending or changing the express
terms and provisions of this Agreement.
7.9 Words and Gender or Number
As used herein, unless the context clearly indicates the contrary, the singular number shall
include the plural, the plural the singular, and the use of any gender shall be applicable to all
genders.
7.10 Severability
In the event any parts of this Agreement are found to be void or otherwise unenforceable,
the remaining provisions of this Agreement shall nevertheless be binding with the same effect as
though the void or unenforceable parts were deleted.
7.11 Effective Date
This Agreement shall be effective only upon execution by all of the Partners.
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7.12 Waiver
No waiver of any provisions of this Agreement shall be valid unless in writing and signed
by the person or party against whom charged.
IN WITNESS WHEREOF, the undersigned do hereby, as of the day and year below
written, execute this Agreement.
PARTNERS:
MP & HM PARTNERS, a Texas general partnership
By:
Manu Patel, General Partner
By:i
' ei / ---
Hetal Patel, General Partner
OVIVI, INC., a Texas corporation
By: idei huh 1174
Title: Ditt'ty
fr' giCt- !
VINOD R. KIKANI
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STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this the /. (-711r- day of June, 2008, by
Manu Patel, General Partner of MP & HM Partners, a Texas general partnership, on behalf of said
partnership.
2 ptPR pO A. VVM S. THORNTONv a
• m‘_ Notary Public
1 v +y Comm EOxp TEXAS " otary Public, State of Texas
�a-iaa ac.+tL:r JJr .4a 4 - `asP+F0.44.+ .4aq.4
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this the ) day of June, 2008, by
Hetal Patel, General Partner of MP & HM Partners, a Texas general partnership, on behalf of said
partnership.
t' V Ni 3. rHORNTON r
o � f pY PG i,' Y
��� � Notar Public
O\ STATE OF S
° .... My Comm. Exp. 04/ 0 /200 - Potary Public, State of Texas
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this the day of June, 2008, by
Mahesh -- 44/4t4$ - seekcta4 Z04044444
of Ovivi, Inc., a Texas corporation, on behalf of said corporation.
/f
0, / iii �. THORNTON G r -'
*
r
Notary Public
'ATE OF TEXAS
" ofte! �y` my Comm. Exp. 04/30/2009 Notary iublic, State of Texas
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this the i o — day of June, 2008, by
Vinod R. Kikani.
VV S. THORNTON
c Notary Public
iw: STATE OF TEXAS � ' -- -�_ •-- �---- 1 .. , ��•`' , �
AS Notary Public State of Texas
�' ;fo , ':/ My Comm. Exp. 04/30/2009 '
a4aoaoa.te.sa... < >+*naaa <,. -, — ,4.o-a4....oa4aa -o >ac°
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Schedule "A"
Initial Capital Contributions
Property
Partners Contributed
MP & HM Partners $236,000.00
Tax Identification Number: 36- 4568221
Ovivi, Inc. $236,000.00
Tax Identification Number: 74- 2655881
Vinod R. Kikani $236,000.00
Tax Identification Number: 147 -06 -5752
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ARTICLE NINE— OFFICERS
RESOLVED, that the following persons are hereby elected as
officers of this Corporation:
PRESIDENT: `' i e1 v , K . K� +laYY)
VICE PRESIDENT: J \ J K ta
SECRETARY: Karz e n 5 MO SS
TREASURER:
ARTICLE TEN EXPRESS AUTHORITY OF OFFICERS
RESOLVED, that the President of the Corporation be, and
hereby is, authorized to purchase, sell, and convey any and all
real and personal property of every kind and nature as may be
determined by said officer to be in the best interest of the
Corporation for such price and on such terms, including part cash
and part credit, all cash, or all credit, as said officer may
deem proper and in the best interest of said Corporation.
RESOLVED FURTHER, that the President be, and hereby is,
authorized and empowered to enter into contracts, execute notes,
deeds of trust, deeds, releases, leases, transfers, mortgages,
mechanic's lien contracts, plats, easements, dedications, land
use restrictions, and amendments thereto and to execute such
other instruments in writing affecting the title to real estate
or other property belonging to the Corporation or otherwise, as
in the judgment of the said officer is deemed best for said
Corporation, all of which, when so executed by said officer,
shall be for and on behalf of the Corporation and shall
constitute the act and deed of said Corporation, and it shall not
be necessary for the Secretary to attest to any instrument so
executed by the President on behalf of the Corporation.
RESOLVED FURTHER, that the President be, and hereby is,
authorized and empowered to borrow money on behalf of the
Corporation in such amounts and on such terms as determined by
said officer to be in the best interest of the Corporation; as
security therefor to make and deliver security agreements and
deeds of trust creating liens on the real and personal property
owned by the Corporation; and to perform these actions as
determined in said officer's discretion to be in the best
interest of the Corporation.
MINUTES OF THE ORGANIZATIONAL MEETING, PAGE 4
ARTICLE ELEVEN— COMPENSATION OF OFFICERS AND DIRECTORS
RESOLVED, that the salaries or compensation of all officers
and Directors of the Corporation may be set, and may be changed
from time to time, by simple resolution of the Board of
Directors.
ARTICLE TWELVE —BANK ACCOUNT
RESOLVED, that the Corporation establish in its name one or
more deposit accounts with a bank chosen by the President and
Treasurer, on such terms and conditions as may be agreed on with
said bank, and that the President and Treasurer of the
Corporation be, and hereby are, authorized to establish all such
accounts.
RESOLVED FURTHER, that the below -named and subscribed
officers of the Corporation be, and hereby are, authorized to
draw checks on the Corporation's accounts, with signatures duly
certified to the bank by the Secretary of this Corporation, and
the bank is hereby authorized to honor and pay any and all checks
so signed, including those drawn to the individual order of any
officer or other person authorized to sign the same.
Signature Sig ure M
i Ceiv - Fyl S Printed Name Printed Name
P r J ( E 0 er rr 47 /Trea
Office Office J
•4101111..
Signatur'' p �� Q Signature
Printed Name Printed Name
Office Office
MINUTES OF THE ORGANIZATIONAL MEETING, PAGE 5
ARTICLE FOUR —OFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a President and a
Secretary, as required by law. The Corporation may also have, at
the discretion of the Board of Directors, a Chairman of the
Board, one or more Vice Presidents, a Treasurer, one or more
Assistant Secretaries, and one or more Assistant Treasurers. Any
two or more offices, including President and Secretary, may be
held by one person. All officers shall be elected by and hold
office at the pleasure of the Board of Directors, which shall fix
the compensation and tenure of all officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an officer, shall, if
present, preside at the meetings of the Board of Directors and
exercise and perform such other powers and duties as may from
time to time be assigned to the Chairman by the Board of
Directors or prescribed by these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if any, as may be given
to the Chairman, if there is one, by the Board of Directors, the
President shall be the chief executive officer of the Corporation
and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and
officers of the Corporation. The President shall have the
general powers and duties of management usually vested in the
office of President of a corporation; shall have such other
powers and duties as may be prescribed by the Board of Directors
or the Bylaws; and shall be ex officio a member of all standing
committees, including the executive committee, if any. In
addition, the President shall preside at all meetings of the
Shareholders and in the absence of the Chairman, or if there is
no Chairman, at all meetings of the Board of Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers and perform such
duties as from time to time may be prescribed by these Bylaws, by
the Board of Directors, or by the President. In the absence or
disability of the President, the senior or duly appointed Vice
President, if any, shall perform all the duties of the President,
pending action by the Board of Directors. When so acting, such
Vice President shall have all the powers of, and be subject to
all the restrictions on, the President.
BYLAWS, PAGE 13
4.01(d) SECRETARY
The Secretary shall:
(1) See that all notices are duly given in accordance with
the provisions of these Bylaws and as required by law. In case
of the absence or disability of the Secretary, or the Secretary's
refusal or neglect to act, notice may be given and served by an
Assistant Secretary or by the Chairman, the President, any Vice
President, or by the Board of Directors.
(2) Keep the minutes of corporate meetings, and the
Corporate Record Book, as set out in Section 7.01 hereof.
(3) Maintain, in the Corporate Record Book, a record of
all share certificates issued or cancelled and all shares of the
Corporation cancelled or transferred.
(4) Be custodian of the Corporation's records and of any
seal which the Corporation may from time to time adopt. When the
Corporation exercises its right to use a seal, the Secretary
shall see that the seal is embossed on all share certificates
prior to their issuance and on all documents authorized to be
executed under seal in accordance with the provisions of these
Bylaws.
(5) In general, perform all duties incident to the office
of Secretary, and such other duties as from time to time may be
required by Sections 7.01, 7.02, and 7.03 of these Bylaws, by
these Bylaws generally, by the Board of Directors, or by the
President.
4.01(e) TREASURER
The Treasurer shall:
(1) Have charge and custody of, and be responsible for,
all funds and securities of the Corporation, and deposit all
funds in the name of the Corporation in those banks, trust
companies, or other depositories that shall be selected by the
Board of Directors.
(2) Receive, and give receipt for, monies due and payable
to the Corporation.
(3) Disburse or cause to be disbursed the funds of the
Corporation as may be directed by the Board of Directors, taking
proper vouchers for those disbursements.
(4) If required by the Board of Directors or the
President, give to the Corporation a bond to assure the faithful
performance of the duties of the Treasurer's office and the
restoration to the Corporation of all corporate books, papers,
vouchers, money, and other property of whatever kind in the
BYLAWS, PAGE 14
(1/ Treasurer's possession or control, in case of the Treasurer's
death, resignation, retirement, or removal from office. Any such
bond shall be in a sum satisfactory to the Board of Directors,
with one or more sureties or a surety company satisfactory to the
Board of Directors.
(5) In general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time
may be assigned to the Treasurer by Sections 7.04 and 7.05 of
these Bylaws, by these Bylaws generally, by the Board of
Directors, or by the President.
4.01(1) ASSISTANT SECRETARY AND ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall have
such powers and perform such duties as the Secretary or
Treasurer, respectively, or as the Board of Directors or
President may prescribe. In case of the absence of the Secretary
or Treasurer, the senior Assistant Secretary or Assistant
Treasurer, respectively, may perform all of the functions of the
Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by
vote of a majority of the Directors at any regular or special
meeting of the Board, or, except in case of an officer chosen by
the Board of Directors, by any committee or officer upon whom
that power of removal may be conferred by the Board of Directors.
Such removal shall be without prejudice to the contract rights,
if any, of the person removed. Any officer may resign at any
time by giving written notice to the Board of Directors, the
President, or the Secretary of the Corporation. Any resignation
shall take effect on the date of the receipt of that notice or at
any later time specified therein, and, unless otherwise specified
therein, the acceptance of that resignation shall not be
necessary to make it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring in any office of
the Corporation, by reason of death, resignation, removal, or
otherwise, the Board of Directors may elect an acting successor
to hold office for the unexpired term or until a permanent
successor is elected.
4.04 COMPENSATION
The compensation of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be prevented
from receiving a salary by reason of the fact that the officer is
also a Shareholder or a Director of the Corporation, or both.
BYLAWS, PAGE 15
7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws may be waived
by execution of a written waiver of notice executed by the person
entitled to the notice. The waiver may be signed before or after
the meeting.
ARTICLE EIGHT ADOPTION OF INITIAL BYLAWS
The foregoing bylaws were adopted by the Board of Directors
on
LW/i PR- i cam
Director
AP
ector
Director
Director
Attested to, and certified by:
Corporate
Seal
Se etary
BYLAWS, PAGE 20