MGAM » Topics » MISCELLANEOUS PROVISIONS

This excerpt taken from the MGAM 8-K filed Dec 13, 2007.

MISCELLANEOUS PROVISIONS

6.01 Authority to Execute Documents and Instruments. The Board, except as otherwise provided in these Bylaws, may authorize any director, officer, employee or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized (including authorization by other provisions of these Bylaws), no director, officer, agent, or employee has any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

 

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6.02 Inspection of Books and Records. The books and records of the Corporation will be available for inspection by the Shareholders from time to time and to the extent expressly required by statute. The directors may examine such books and records at all reasonable times.

6.03 Closing Share Transfer Records. The Board may close share transfer records in their discretion for a period not exceeding sixty (60) days preceding any Shareholder meeting, annual or special, or me day appointed for the payment of a dividend.

6.04 Share Transfer Records. The Corporation will keep at its principal office, or at the office of the transfer agent, if any, a share transfer record, showing the names and addresses of the past and current Shareholders, the number and classes of shares held by each Shareholder, the number and date of each certificate issued for shares, and the number and cancellation date of each certificate surrendered for cancellation. The share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time.

6.05 Fiscal Year, Method of Accounting. The fiscal year end of the Corporation is September 30, or as otherwise established from time to time by the Board. The Corporation’s books will be kept under such method of accounting as established from time to time by the Board. Financial statements and reports will be prepared on a regular basis working from the Corporation’s books as directed by the Board.

6.06 Relation to Articles of Incorporation. These Bylaws are subject to, and governed and controlled by and in the following order, applicable law and the Articles of Incorporation.

6.07 Action Without a Meeting. Any action permitted or required to be taken at a meeting of the Shareholders or the Board or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken is signed by all the Shareholders or member of the Board or committee, as the case may be. Such consent will have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State, and the execution of such consent will constitute attendance or presence in person at a meeting of Shareholders, the Board or committee, as the case may be.

6.08 Telephone Conference Meeting. Subject to the requirements of law, the Shareholders and the Board of Directors and any committee thereof may participate in and hold a meeting by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in such a meeting will constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.09 Indemnification. The directors and officers of the Corporation will be indemnified by the Corporation to the full extent required by law. The Board of Directors may, in its discretion, indemnify any director, officer, agent or employee of the Corporation or any other person to the extent permitted by law. No amendment, modification or repeal of this provision hereof will terminate, reduce or impair the right of any past, present or future indemnitee to be indemnified by the Corporation at the time of such amendment, modification or repeal, under and in accordance with the provisions of the Articles as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

 

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