BYLAWS
OF
FOCUS
MOTORSPORTS MINISTRIES, INC.
ARTICLE I
Offices
The principal office shall be in the City of Concord, County of Cabarrus,
State of North Carolina.
The Corporation may also have offices at such other places both within
and without the State of North Carolina as the Board of Directors may from time
to time determine or the business of the Corporation may
require.
ARTICLE II
Board of Directors
2.1 GENERAL
POWERS. The business and
affairs of the Corporation shall be managed by its Board of
Directors.
2.2 NUMBER, TENURE
AND QUALIFICATIONS. The
number of directors of the Corporation shall be not less than one (1) nor more
than fifteen (15), the number of the same to be fixed by the directors at any
annual or special meeting. Each director shall hold office until the next annual
meeting, and until his successor has been qualified, unless sooner removed by
the directors at any general or special meeting. All directors shall be of full
age.
2.3 ANNUAL
MEETING. The annual meeting
of the Board of Directors shall be held within the three (3) month period
beginning with the first day of the last month of the fiscal year of the
Corporation for the purpose of the election of officers and directors and the
transaction of such other business as may come before the meeting; and, if a
majority of the directors be present at such place and time, no prior notice of
such meeting shall be required to be given to the directors. The place and time
of such meeting may also be fixed by written consent of the
directors.
2.4 REGULAR
MEETINGS. Regular meetings
of the Board of Directors may be held without notice at such time and at such
place as shall be determined from time to time by the Board of
Directors.
2.5 SPECIAL
MEETINGS. Special meetings
of the Board of Directors may be called by the Chairman of the Board, if there
be one, or the President or any two (2) directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meetings of the Board of Directors called by them.
2.6 NOTICE. Notice of any special meeting shall be
given at least two (2) days prior thereto by written notice delivered personally
or mailed to each director at his business address, or by facsimile. If mailed, such notice shall be deemed
to be delivered when deposited in United States mail so addressed with postage
thereon prepaid. If notice be given
by facsimile, such notice shall be deemed to be delivered when the facsimile is
received by the director's designated facsimile machine. Any director may waive notice of any
meeting, either before, at or after such meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting has not been lawfully called or
convened.
2.7 QUORUM. A majority of the directors shall
constitute a quorum, but a smaller number may adjourn from time to time, without
further notice, until a quorum is secured.
2.8 MANNER OF
ACTING. The act of all
directors present at a meeting at which a quorum is present shall be required
for any act of the Board of Directors.
2.9 VACANCIES. Any vacancy occurring in 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, unless otherwise
provided by the Articles of Incorporation, or by law. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or a special meeting of the
directors called for that purpose.
2.10 COMPENSATION. By resolution of the Board of Directors,
the directors may be paid their expenses, if any, of attendance at each meeting
of the Board of Directors. The
directors shall not, however, receive compensation for attendance at meetings of
the Board of Directors or for otherwise performing their duties as directors of
the Corporation.
2.11 PRESUMPTION OF
ASSENT. A director of the
Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
shall forward such dissent by registered or certified mail, return receipt
requested, to the Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such
action.
2.12 INFORMAL
ACTION BY BOARD. Any action
required or permitted to be taken by any provisions of law, of the Articles of
Incorporation or of these bylaws at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if a written consent
thereto is signed by all members of the Board or of such committee, as the case
may be.
2.13 REMOVAL. Any director may be removed by the
directors at any general or special meeting of the directors whenever, in the
judgement of the directors the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person removed.
ARTICLE III
Officers
3.1 NUMBER AND
QUALIFICATIONS. The
officers of the Corporation shall be a President, a Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors. The Board of Directors
may also elect a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers and such other officers as the
Board of Directors shall deem appropriate.
Two or more offices may be held by the same person.
3.2 ELECTION AND
TERM OF OFFICE. The
officers of the Corporation shall be elected annually by the Board of Directors
at its first meeting. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall resign or shall have been removed in the manner
hereinafter provided.
3.3 REMOVAL. Any officer elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
3.4 VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
3.5 DUTIES OF
OFFICERS. The Chairman of
the Board of Directors of the Corporation, or the President if there shall not
be a Chairman of the Board, shall preside at all meetings of the Board of
Directors which he shall attend.
The President shall be the chief executive officer of the
Corporation. Subject to the
foregoing, the officers of the Corporation shall have such powers and duties as
usually pertain to their respective offices and such additional powers and
duties specifically conferred by law, by the Articles of Incorporation, by these
bylaws, or as may be assigned to them from time to time by the Board of
Directors.
3.6 SALARIES. The salaries of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
3.7 DELEGATION OF
DUTIES. In the absence of,
or upon the disability of, any officer of the Corporation or for any other
reason deemed sufficient by the Board of Directors, the Board may delegate such
officer's powers or duties to any other officer or to any other director for the
time being.
ARTICLE IV
Executive and Other Committees
4.1 CREATION OF
COMMITTEES. The Board of
Directors may, by resolution passed by a majority of the whole Board, designate
an Executive Committee and one or more other committees, each to consist of two
(2) or more of the directors of the Corporation.
4.2 EXECUTIVE
COMMITTEE. The Executive
Committee, if there shall be one, shall consult with and advise the officers of
the Corporation in the management of its business and shall have and may
exercise to the extent provided in the resolution of the Board of Directors
creating such Executive Committee such powers of the Board of Directors as can
be lawfully delegated by the Board.
4.3 OTHER
COMMITTEES. Such other
committees shall have such functions and may exercise the powers of the Board of
Directors as can be lawfully delegated and to the extent provided in the
resolution or resolutions creating such committee or
committees.
4.4 MEETINGS OF
COMMITTEES. Regular
meetings of the Executive Committee and other committees may be held without
notice at such time and at such place as shall from time to time be determined
by the Executive Committee or such other committees, and special meetings of the
Executive Committee or such other committees may be called by any member thereof
upon two (2) days notice to each of the other members of such committee, or on
such shorter notice as may be agreed to in writing by each of the other members
of such committee, given either personally or in the manner provided in Article
2.6 of these bylaws (pertaining to notice for directors'
meetings).
4.5 VACANCIES ON
COMMITTEES. Vacancies on
the Executive Committee or on such other committees shall be filled by the Board
of Directors then in office at any regular or special
meeting.
4.6 QUORUM OF
COMMITTEES. At all meetings
of the Executive Committee or such other committees, a majority of the
committee's members then in office shall constitute a quorum for the transaction
of business.
4.7 MANNER OF
ACTING OF COMMITTEES. The
acts of a majority of the members of the Executive Committee or such other
committees, present at any meeting at which there is a quorum, shall be the act
of such committee.
4.8 MINUTES OF
COMMITTEES. The Executive
Committee, if there shall be one, and such other committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.
4.9 COMPENSATION. Members of the Executive Committee and
such other committees may be paid compensation in accordance with the provisions
of Article 2.10 (pertaining to compensation of directors).
ARTICLE V
Indemnification of Directors and Officers
5.1 The Corporation shall indemnify any director or officer
who is made a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
5.2 The Corporation shall indemnify any director or officer
who was or is a party to or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the appropriate North Carolina court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
appropriate North Carolina court shall deem proper.
5.3 Any indemnification under Article 5.2 or 5.3 (unless
ordered by a Court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper under the circumstances because he has met the applicable
standard of conduct set forth in said Articles 5.2 and 5.3. Such determination shall be made (l) by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable and a quorum of disinterested
directors so directs, by independent legal counsel (compensated by the`
Corporation) in a written opinion.
5.4 Expenses incurred in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation from time to time as
incurred rather than only after the final disposition of such action, suit or
proceeding. Payment of such expenses shall be authorized by the Board of
Directors in each specific case only after receipt by the Corporation of an
undertaking by or on behalf of the director or officer to repay such amounts if
it shall later develop that he is not entitled to be indemnified by the
Corporation.
5.5 The indemnification provided by this Article V shall not
be deemed exclusive of any other rights to which the Corporation's directors,
officers, employees or agents may be entitled under any bylaw, agreement, vote
of disinterested directors or otherwise, both as to actions in their official
capacities and as to actions in any other capacity while holding such offices or
positions, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
5.6 Upon authorization by the Board of Directors, 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 is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other entity
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 the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article V.
ARTICLE VI
Amendments
Except as otherwise provided herein, these Bylaws may be altered, amended
or repealed and new bylaws may be adopted by the Board of Directors.
ARTICLE VII
Seal
The corporate seal shall bear the words "FOCUS MOTORSPORTS MINISTRIES,
INC." which shall be
between two concentric circles and in the inside of the inner circle shall be
"Corporate Seal, Date of Incorporation, North Carolina".
An impression of said seal appears on the margin
hereof.
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