Exhibit 3.2
BYLAWS
OF
KAMA RESOURCES INC.
I. SHAREHOLDER'S MEETING.
.01 ANNUAL MEETINGS.
The annual meeting of the shareholders of this Corporation, for the purpose of
election of Directors and for such other business as may come before it, shall
be held at the registered office of the Corporation, or such other places,
either within or without the State of Nevada, as may be designated by the notice
of the meeting, on the first week in January of each and every year, at 1:00
p.m., commencing in 2009 but in case such day shall be a legal holiday, the
meeting shall be held at the same hour and place on the next succeeding day not
a holiday.
.02 SPECIAL MEETING.
Special meetings of the shareholders of this Corporation may be called at any
time by the holders of ten percent (10%) of the voting shares of the
Corporation, or by the President, or by the Board of Directors or a majority
thereof. No business shall be transacted at any special meeting of shareholders
except as is specified in the notice calling for said meeting. The Board of
Directors may designate any place, either within or without the State of Nevada,
as the place of any special meeting called by the president or the Board of
Directors, and special meetings called at the request of shareholders shall be
held at such place in the State of Nevada, as may be determined by the Board of
Directors and placed in the notice of such meeting.
.03 NOTICE OF MEETING.
Written notice of annual or special meetings of shareholders stating the place,
day, and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called shall be given by the secretary or
persons authorized to call the meeting to each shareholder of record entitled to
vote at the meeting. Such notice shall be given not less than ten (10) nor more
than fifty (50) days prior to the date of the meeting, and such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at his/her address as it appears on the stock transfer books of the
Corporation.
.04 WAIVER OF NOTICE.
Notice of the time, place, and purpose of any meeting may be waived in writing
and will be waived by any shareholder by his/her attendance thereat in person or
by proxy. Any shareholder so waiving shall be bound by the proceedings of any
such meeting in all respects as if due notice thereof had been given.
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.05 QUORUM AND ADJOURNED MEETINGS.
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. A majority of the shares represented at a meeting, even if less
than a quorum, may adjourn the meeting from time to time without further notice.
At such 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 notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
.06 PROXIES.
At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by his/her duly authorized attorney in fact. Such
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 (11) months from the date
of its execution, unless otherwise provided in the proxy.
.07 VOTING OF SHARES.
Except as otherwise provided in the Articles of Incorporation or in these
Bylaws, every shareholder of record shall have the right at every shareholder's
meeting to one (1) vote for every share standing in his/her name on the books of
the Corporation, and the affirmative vote of a majority of the shares
represented at a meeting and entitled to vote thereat shall be necessary for the
adoption of a motion or for the determination of all questions and business
which shall come before the meeting.
II. DIRECTORS.
.01 GENERAL POWERS.
The business and affairs of the Corporation shall be managed by its Board of
Directors.
.02 NUMBER, TENURE AND QUALIFICATIONS.
The number of Directors of the Corporation shall be not less than one nor more
than thirteen. Each Director shall hold office until the next annual meeting of
shareholders and until his/her successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or shareholders of the
Corporation.
.03 ELECTION.
The Directors shall be elected by the shareholders at their annual meeting each
year; and if, for any cause the Directors shall not have been elected at an
annual meeting, they may be elected at a special meeting of shareholders called
for that purpose in the manner provided by these Bylaws.
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.04 VACANCIES.
In case of any vacancy in the Board of Directors, the remaining Directors,
whether constituting a quorum or not, may elect a successor to hold office for
the unexpired portion of the terms of the Directors whose place shall be vacant,
and until his/her successor shall have been duly elected and qualified. Further,
the remaining Directors may fill any empty seats on the Board of Directors even
if the empty seats have never been occupied.
.05 RESIGNATION.
Any Director may resign at any time by delivering written notice to the
secretary of the Corporation.
.06 MEETINGS.
At any annual, special or regular meeting of the Board of Directors, any
business may be transacted, and the Board may exercise all of its powers. Any
such annual, special or regular meeting of the Board of Directors of the
Corporation may be held outside of the State of Nevada, and any member or
members of the Board of Directors of the Corporation may participate in any such
meeting by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time; the participation by such means shall constitute presence in
person at such meeting.
A. ANNUAL MEETING OF DIRECTORS.
Annual meetings of the Board of Directors shall be held immediately after
the annual shareholders' meeting or at such time and place as may be
determined by the Directors. No notice of the annual meeting of the Board
of Directors shall be necessary.
B. SPECIAL MEETINGS.
Special meetings of the Directors shall be called at any time and place
upon the call of the president or any Director. Notice of the time and
place of each special meeting shall be given by the secretary, or the
persons calling the meeting, by mail, radio, telegram, or by personal
communication by telephone or otherwise at least one (1) day in advance of
the time of the meeting. The purpose of the meeting need not be given in
the notice. Notice of any special meeting may be waived in writing or by
telegram (either before or after such meeting) and will be waived by any
Director in attendance at such meeting.
C. REGULAR MEETINGS OF DIRECTORS.
Regular meetings of the Board of Directors shall be held at such place and
on such day and hour as shall from time to time be fixed by resolution of
the Board of Directors. No notice of regular meetings of the Board of
Directors shall be necessary.
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.07 QUORUM AND VOTING.
A majority of the Directors presently in office shall constitute a quorum for
all purposes, but a lesser number may adjourn any meeting, and the meeting may
be held as adjourned without further notice. At each meeting of the Board at
which a quorum is present, the act of a majority of the Directors present at the
meeting shall be the act of the Board of Directors. The Directors present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave less than a quorum.
.08 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 and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
.09 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/her dissent shall be entered in the
minutes of the meeting or unless he/she shall file his/her 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 mail 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.
.10 EXECUTIVE AND OTHER COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members an executive committee and one
of more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board of
Directors, but no such committee shall have the authority of the Board of
Directors, in reference to amending the Articles of Incorporation, adoption a
plan of merger or consolidation, recommending to the shareholders the sale,
lease, exchange, or other disposition of all of substantially all the property
and assets of the dissolution of the Corporation or a revocation thereof,
designation of any such committee and the delegation thereto of authority shall
not operate to relieve any member of the Board of Directors of any
responsibility imposed by law.
.11 CHAIRMAN OF BOARD OF DIRECTORS.
The Board of Directors may, in its discretion, elect a chairman of the Board of
Directors from its members; and, if a chairman has been elected, he/she shall,
when present, preside at all meetings of the Board of Directors and the
shareholders and shall have such other powers as the Board may prescribe.
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.12 REMOVAL.
Directors may be removed from office with or without cause by a vote of
shareholders holding a majority of the shares entitled to vote at an election of
Directors.
III. ACTIONS BY WRITTEN CONSENT.
Any corporate action required by the Articles of Incorporation, Bylaws, or the
laws under which this Corporation is formed, to be voted upon or approved at a
duly called meeting of the Directors or shareholders may be accomplished without
a meeting if a written memorandum of the respective Directors or shareholders,
setting forth the action so taken, shall be signed by all the Directors or
shareholders, as the case may be.
IV. OFFICERS.
.01 OFFICERS DESIGNATED.
The Officers of the Corporation shall be a president, one or more vice
presidents (the number thereof to be determined by the Board of Directors), a
secretary and a treasurer, each of whom shall be elected by the Board of
Directors. Such other Officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any Officer may be held
by the same person, except that in the event that the Corporation shall have
more than one director, the offices of president and secretary shall be held by
different persons.
.02 ELECTION, QUALIFICATION AND TERM OF OFFICE.
Each of the Officers shall be elected by the Board of Directors. None of said
Officers except the president need be a Director, but a vice president who is
not a Director cannot succeed to or fill the office of president. The Officers
shall be elected by the Board of Directors. Except as hereinafter provide, each
of said Officers shall hold office from the date of his/her election until the
next annual meeting of the Board of Directors and until his/her successor shall
have been duly elected and qualified.
.03 POWERS AND DUTIES.
The powers and duties of the respective corporate Officers shall be as follows:
A. PRESIDENT.
The president shall be the chief executive Officer of the Corporation and,
subject to the direction and control of the Board of Directors, shall have
general charge and supervision over its property, business, and affairs.
He/she shall, unless a Chairman of the Board of Directors has been elected
and is present, preside at meetings of the shareholders and the Board of
Directors.
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B. VICE PRESIDENT.
In the absence of the president or his/her inability to act, the senior
vice president shall act in his place and stead and shall have all the
powers and authority of the president, except as limited by resolution of
the Board of Directors.
C. SECRETARY.
The secretary shall:
1. Keep the minutes of the shareholder's and of the Board of Directors
meetings in one or more books provided for that purpose;
2. See that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law;
3. Be custodian of the corporate records and of the seal of the
Corporation and affix the seal of the Corporation to all documents as
may be required;
4. Keep a register of the post office address of each shareholder which
shall be furnished to the secretary by such shareholder;
5. Sign with the president, or a vice president, certificates for shares
of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors;
6. Have general charge of the stock transfer books of the corporation;
and,
7. In general perform all duties incident to the office of secretary and
such other duties as from time to time may be assigned to him/her by
the president or by the Board of Directors.
D. TREASURER.
Subject to the direction and control of the Board of Directors, the
treasurer shall have the custody, control and disposition of the funds and
securities of the Corporation and shall account for the same; and, at the
expiration of his/her term of office, he/she shall turn over to his/her
successor all property of the Corporation in his/her possession.
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E. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The assistant secretaries, when authorized by the Board of Directors, may
sign with the president or a vice president certificates for shares of the
Corporation the issuance of which shall have been authorized by a
resolution of the Board of Directors. The assistant treasurers shall,
respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as
the Board of Directors shall determine. The assistant secretaries and
assistant treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer, respectively, or by the
president or the Board of Directors.
.04 REMOVAL.
The Board of Directors shall have the right to remove any Officer whenever in
its judgment the best interest of the Corporation will be served thereby.
.05 VACANCIES.
The Board of Directors shall fill any office which becomes vacant with a
successor who shall hold office for the unexpired term and until his/her
successor shall have been duly elected and qualified.
.06 SALARIES.
The salaries of all Officers of the Corporation shall be fixed by the Board of
Directors.
V. SHARE CERTIFICATES
.01 FORM AND EXECUTION OF CERTIFICATES.
Certificates for shares of the Corporation shall be in such form as is
consistent with the provisions of the Corporation laws of the State of Nevada.
They shall be signed by the president and by the secretary, and the seal of the
Corporation shall be affixed thereto. Certificates may be issued for fractional
shares.
.02 TRANSFERS.
Shares may be transferred by delivery of the certificates therefor, accompanied
either by an assignment in writing on the back of the certificates or by a
written power of attorney to assign and transfer the same signed by the record
holder of the certificate. Except as otherwise specifically provided in these
Bylaws, no shares shall be transferred on the books of the Corporation until the
outstanding certificate therefor has been surrendered to the Corporation.
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.03 LOSS OR DESTRUCTION OF CERTIFICATES.
In case of loss or destruction of any certificate of shares, another may be
issued in its place upon proof of such loss or destruction and upon the giving
of a satisfactory bond of indemnity to the Corporation. A new certificate may be
issued without requiring any bond, when in the judgment of the Board of
Directors it is proper to do so.
VI. BOOKS AND RECORDS.
.01 BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER.
The Corporation shall keep complete books and records of accounts and minutes of
the proceedings of the Board of Directors and shareholders and shall keep at its
registered office, principal place of business, or at the office of its transfer
agent or registrar a share register giving the names of the shareholders in
alphabetical order and showing their respective addresses and the number of
shares held by each.
.02 COPIES OF RESOLUTIONS.
Any person dealing with the Corporation may rely upon a copy of any of the
records of the proceedings, resolutions, or votes of the Board of Directors or
shareholders, when certified by the president or secretary.
VII. CORPORATE SEAL.
The Corporation is not required to have a corporate seal.
VIII. LOANS.
No loans shall be made by the Corporation to its Officers or Directors
IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.01 INDEMNIFICATION.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any 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 such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgment, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person 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 such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
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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 such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action proceeding, had reasonable cause to believe that such person's
conduct was unlawful.
.02 DERIVATIVE ACTION
The Corporation shall indemnify any person who was or is a party 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 the
Corporation's favor by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees) and amount paid in
settlement actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to amounts paid in
settlement, the settlement of the suit or action was in the best interests of
the Corporation; provided, however, 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 willful misconduct in the
performance of such person's duty to the Corporation unless and only to the
extent that, the court in which such action or suit was brought shall determine
upon application that, despite circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as such court shall deem
proper. The termination of any action or suit by judgment or settlement shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the best interests of the Corporation.
.03 SUCCESSFUL DEFENSE.
To the extent that a Director, Trustee, Officer, employee or Agent of the
Corporation has been successful on the merits or otherwise, in whole or in part
in defense of any action, suit or proceeding referred to in Paragraphs .01 and
.02 above, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
.04 AUTHORIZATION.
Any indemnification under Paragraphs .01 and .02 above (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, Trustee, Officer,
employee or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such
determination shall be made (a) by the Board of Directors of the Corporation by
a majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (b) is such a quorum is not obtainable, by a
majority vote of the Directors who were not parties to such action, suit or
proceeding, or (c) by independent legal counsel (selected by one or more of the
Directors, whether or not a quorum and whether or not disinterested) in a
written opinion, or (d) by the Shareholders. Anyone making such a determination
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under this Paragraph .04 may determine that a person has met the standards
therein set forth as to some claims, issues or matters but not as to others, and
may reasonably prorate amounts to be paid as indemnification.
.05 ADVANCES.
Expenses incurred in defending civil or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided in Paragraph .04 above upon receipt of an undertaking by or on
behalf of the Director, Trustee, Officer, employee or agent to repay such amount
unless it shall ultimately be by the Corporation is authorized in this Section.
.06 NONEXCLUSIVITY.
The indemnification provided in this Section shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any law,
bylaw, agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director, Trustee, Officer, employee or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
.07 INSURANCE.
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a Director, Trustee, Officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a Director, Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
assessed against such person in any such capacity or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability.
.08 "CORPORATION" DEFINED.
For purposes of this Section, references to the "Corporation" shall include, in
addition to the Corporation, an constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had the power and authority to
indemnify its Directors, Trustees, Officers, employees or agents, so that any
person who is or was a Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the voting stock of which
is owned by such constituent corporation or is or was serving at the request of
such constituent corporation as a Director, Trustee, Officer, employee or agent
of the corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section with respect to
the resulting or surviving Corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.
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X. AMENDMENT OF BYLAWS.
.01 BY THE SHAREHOLDERS.
These Bylaws may be amended, altered, or repealed at any regular or special
meeting of the shareholders if notice of the proposed alteration or amendment is
contained in the notice of the meeting.
.02 BY THE BOARD OF DIRECTORS.
These Bylaws may be amended, altered, or repealed by the affirmative vote of a
majority of the entire Board of Directors at any regular or special meeting of
the Board.
XI. FISCAL YEAR.
The fiscal year of the Corporation shall be set by resolution of the Board of
Directors.
XII. RULES OF ORDER.
The rules contained in the most recent edition of Robert's Rules or Order, Newly
Revised, shall govern all meetings of shareholders and Directors where those
rules are not inconsistent with the Articles of Incorporation, Bylaws, or
special rules or order of the Corporation.
XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.
If any salary, payment, reimbursement, employee fringe benefit, expense
allowance payment, or other expense incurred by the Corporation for the benefit
of an employee is disallowed in whole or in part as a deductible expense of the
Corporation for Federal Income Tax purposes, the employee shall reimburse the
Corporation, upon notice and demand, to the full extent of the disallowance.
This legally enforceable obligation is in accordance with the provisions of
Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such
employee to a business expense deduction for the taxable year in which the
repayment is made to the Corporation. In this manner, the Corporation shall be
protected from having to bear the entire burden of disallowed expense items.
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