Attached files
file | filename |
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S-1 - ADVANCED PIPE FITTING TECHNOLOGIES, INC. | apft_s1.htm |
EX-5.1 - ADVANCED PIPE FITTING TECHNOLOGIES, INC. | apft_ex5.htm |
EX-3.1 - ADVANCED PIPE FITTING TECHNOLOGIES, INC. | apft_ex3-1.htm |
EX-23.1 - ADVANCED PIPE FITTING TECHNOLOGIES, INC. | apft_ex23-1.htm |
EX-23.3 - ADVANCED PIPE FITTING TECHNOLOGIES, INC. | apft_ex23-3.htm |
BYLAWS
OF
Advanced
Pipe Fitting Technologies, Inc
A Nevada
Corporation
ARTICLE
I
OFFICES
SECTION
1. PRINCIPAL EXECUTIVE
OFFICE. The principal office of the Corporation is hereby fixed in the
State of Nevada or at such other location as may be determined from time to time
by the board of directors of the Corporation.
SECTION
2. OTHER OFFICES. Branch
or subordinate offices may be established by the Board of Directors at such
other places as may be desirable.
ARTICLE
II
SHAREHOLDERS
SECTION
1. PLACE OF MEETING.
Meetings of shareholders shall be held either at the principal executive office
of the corporation or at any other location within or without the State of
Nevada which may be designated by written consent of all persons entitled to
vote thereat.
SECTION
2. ANNUAL MEETINGS. The
annual meeting of shareholders shall be held on such day and at such time as may
be fixed by the Board; provided, however, that should said day fall upon a
Saturday, Sunday, or legal holiday observed by the Corporation at its principal
executive office, then any such meeting of shareholders shall be held at the
same time and place on the next day thereafter ensuing which is a full business
day. At such meetings, directors shall be elected by plurality vote and any
other proper business may be transacted.
SECTION
3. SPECIAL MEETINGS.
Special meetings of the shareholders may be called for any purpose or
purposes permitted under Chapter 78 of Nevada Revised Statutes at any time by
the Board, the Chairman of the Board, the President, or by the shareholders
entitled to cast not less than twenty-five percent (25%) of the votes at such
meeting. Upon request in writing to the Chairman of the Board, the President,
any Vice-President or the Secretary, by any person or persons entitled to call a
special meeting of shareholders, the Secretary shall cause notice to be given to
the shareholders entitled to vote, that a special meeting will be held not less
than thirty-five (35) nor more than sixty (60) days after the date of the
notice.
SECTION
4. NOTICE OF ANNUAL OR SPECIAL
MEETING. Written notice of each annual meeting of shareholders shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each shareholder entitled to vote thereat. Such notice shall
state the place, date and hour of the meeting and
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(i) in
the case of a special meeting the general nature of the business to be
transacted, or (ii) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but, any proper matter may be presented at the meeting for
such action. The notice of any meeting at which directors are to be elected
shall include the names of the nominees intended, at the time of the notice, to
be presented by management for election. Notice of a shareholders' meeting shall
be given either personally or by mail or, addressed to the shareholder at the
address of such shareholder appearing on the books of the corporation or if no
such address appears or is given, by publication at least once in a newspaper of
general circulation in Clark County, Nevada. An affidavit of mailing of any
notice, executed by the Secretary, shall be prima facie evidence of the giving
of the notice.
SECTION
5. QUORUM. A majority of
the shares entitled to vote, represented in person or by proxy, shall constitute
a quorum at any meeting of shareholders. If a quorum is present, the affirmative
vote of the majority of shareholders represented and voting at the meeting on
any matter shall be the act of the shareholders unless specifically required
otherwise in the Charter or Articles of Incorporation. The shareholders present
at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the number of shares required as noted above
to constitute a quorum. Notwithstanding the foregoing, (1) the sale, transfer
and other disposition of substantially all of the corporation's properties and
(2) a merger or consolidation of the corporation shall require the approval by
an affirmative vote of not less than two-thirds (2/3) of the corporation's
issued and outstanding shares.
SECTION
6. ADJOURNED MEETING AND NOTICE
THEREOF. Any shareholders meeting, whether or not a quorum is present,
may be adjourned from time to time. In the absence of a quorum (except as
provided in Section 5 of this Article), no other business may be transacted at
such meeting.
SECTION
7. VOTING. The
shareholders entitled to notice of any meeting or to vote at such meeting shall
be only persons in whose name shares stand on the stock records of the
corporation on the record date determined in accordance with Section 8 of this
Article.
SECTION
8. RECORD DATE. The
Board may fix in advance, a record date for the determination of the
shareholders entitled to notice of a meeting or to vote or entitled to receive
payment of any dividend or other distribution, or any allotment of rights, or to
exercise rights in respect to any other lawful action. The record date so fixed
shall be not more than sixty (60) nor less than ten (10) days prior to the date
of the meeting nor more than sixty (60) days prior to any other action. When a
record date is so fixed, only shareholders of record on that date are entitled
to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise of the rights, as the case
may be, notwithstanding any transfer of shares on the books of the corporation
after the record date. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any adjournment
of the meeting unless the Board fixes a new record date for the meeting. The
Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days.
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If no
record date is fixed by the Board, the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be the close
of business on the business day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the business day next
preceding the day on which notice is given. The record date for determining
shareholders for any purpose other than as set in this Section 8 or Section 10
of this Article shall be at the close of the day on which the Board adopts the
resolution relating thereto, or the sixtieth day prior to the date of such other
action, whichever is later.
SECTION
9. CONSENT OF ABSENTEES.
The transactions of any meeting of shareholders, however called and noticed, and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote not
present in person or by proxy, signs a written waiver of notice, or a consent to
the holding of the meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
SECTION
10. ACTION WITHOUT
MEETING. Any action which, under any provision of law, may be taken at
any annual or special meeting of shareholders, may be taken without a meeting
and without prior notice if a consent in writing, setting forth the actions to
be taken, shall be signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Unless a record date for voting purposes be fixed as provided
in Section 8 of this Article, the record date for determining shareholders
entitled to give consent pursuant to this Section 10, when no prior action by
the Board has been taken, shall be the day on which the first written-consent is
given.
SECTION
11. PROXIES. Every
person entitled to vote shares has the right to do so either in person or by one
or more persons authorized by a written proxy executed by such shareholder and
filed with the Secretary not less than five (5) days prior to the
meeting.
SECTION
12. CONDUCT OF MEETING.
The Chief Executive Officer shall preside as Chairman at all meetings of the
shareholders, unless another Chairman is selected. The Chairman shall conduct
each such meeting in a businesslike and fair manner, but shall not be obligated
to follow any technical, formal or parliamentary rules or principles of
procedure. The Chairman's ruling on procedural matters shall be conclusive and
binding on all shareholders, unless at the time of ruling a request for a vote
is made by the shareholders entitled to vote and represented in person or by
proxy at the meeting, in which case the decision of a majority of such shares
shall be conclusive and binding on all shareholders without limiting the
generality of the foregoing, the Chairman
SHALL
have all the powers usually vested in the chairman of a meeting of
shareholders.
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ARTICLE
III
DIRECTORS
SECTION
1. POWERS. Subject to
limitation of the Articles of Incorporation, of these bylaws, and of actions
required to be approved by the shareholders, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board. The Board may, as permitted by law, delegate
the management of the day-to-day operation of the business of the corporation to
a management company or other persons or officers of the corporation provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board.
Without prejudice to such general powers, it is hereby expressly declared that
the Board shall have the following powers:
(a) To
select and remove all of the officers, agents and employees of the corporation,
prescribe the powers and duties for them as may not be inconsistent with law, or
with the Articles of Incorporation or by these bylaws, fix their compensation,
and require from them, if necessary, security for faithful service.
(b) To
conduct, manage, and control the affairs and business of the corporation and to
make such rules and regulations therefore not inconsistent with law, with the
Articles of Incorporation or these bylaws, as they may deem best.
(c) To
adopt, make and use a corporate seal, and to prescribe the forms of certificates
of stock and to alter the form of such seal and such of certificates from time
to time in their judgment they deem best.
(d) To
authorize the issuance of shares of stock of the corporation from time to time,
upon such terms and for such consideration as may be lawful.
(e) To
borrow money and incur indebtedness for the purposes of the corporation, and to
cause to be executed and delivered therefore, in the corporate name, promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or
other evidence of debt and securities therefore
.
SECTION
2. NUMBER AND QUALIFICATION OF
DIRECTORS. The authorized number of directors shall be three (3) until
changed by amendment of the Articles or by a bylaw duly adopted by approval of
the outstanding shares amending this Section 2.
SECTION
3. ELECTION AND TERM OF
OFFICE. The directors shall be elected at each annual meeting of
shareholders but if any such annual meeting is not held or the directors are not
elected the shareholders may elect a director or directors at any time to fill
any vacancy or vacancies. Any such election by written consent requires the
consent of a majority of the outstanding shares entitled to vote. If the Board
accepts the resignation of a director tendered to take effect at a future time,
the shareholders shall have power to elect a successor to take office when the
resignation is to become effective.
No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director's term of
office.
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SECTION
4. PLACE OF MEETING. Any
meeting of the Board shall be held at any place within or without the State of
Nevada which has been designated from time to time by the Board. In the absence
of such designation meetings shall be held at the principal executive office of
the corporation.
SECTION
5. REGULAR MEETINGS.
Immediately following each annual meeting of shareholders the Board shall hold a
regular meeting for the purpose of organization, selection of a Chairman of the
Board, election of officers, and the transaction of other business. Call and
notice of such regular meeting is hereby dispensed with.
SECTION
6. SPECIAL MEETINGS.
Special meetings of the Board for any purposes may be called at any time by the
Chairman of the Board, the President, or the Secretary or a majority of the
directors. Special meetings of the Board shall be held upon at least four (4)
days written notice or forty-eight (48) hours notice given personally or by
telephone, telegraph, telex or other similar means of communication. Any such
notice shall be addressed or delivered to each director at such director's
address as it is shown upon the records of the Corporation or as may have been
given to the Corporation by the director for the purposes of
notice.
SECTION
7. QUORUM. A majority of
the authorized number of directors constitutes a quorum of the Board for the
transaction of business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board,
unless a greater number be required by law or by the Articles of Incorporation.
A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the number of directors required as noted
above to constitute a quorum for such meeting.
SECTION
8. PARTICIPATION IN MEETINGS BY
CONFERENCE TELEPHONE. Members of the Board may participate in a meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one another.
SECTION
9. WAIVER OF NOTICE. The
transactions of any meeting of the Board, however called and noticed or wherever
held, are as valid as though had at a meeting duly held after regular call and
notice if a quorum be present and if, either before or after the meeting, each
of the directors not present signs a written waiver of notice, a consent to
holding such meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records or made part of
the minutes of the meeting.
SECTION
10. ADJOURNMENT. A
majority of the directors present, whether or not a quorum is present, may
adjourn any directors' meeting to another time and place. Notice of the time and
place of holding an adjourned meeting need not be given to absent directors if
the time and place be fixed at the meeting being adjourned. If the meeting is
adjourned for more than forty-eight (48) hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of
adjournment.
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SECTION
11. FEES AND COMPENSATION.
Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by the Board.
SECTION
12. ACTION WITHOUT
MEETING. Any action required or permitted to be taken by the Board may be
taken without a meeting if all members of the Board shall individually or
collectively consent in writing to such action. Such consent or consents shall
have the same effect as a unanimous vote of the Board and shall be filed with
the minutes of the proceedings of the Board.
SECTION
13. COMMITTEES. The
board may appoint one or more committees, each consisting of two or more
directors, and delegate to such committees any of the authority of the Board
except with respect to:
(a) The
approval of any action which requires shareholders' approval or approval of the
outstanding shares;
(b) The
filling of vacancies on the Board or on any committees;
(c) The
fixing of compensation of the directors for serving on the Board or on any
committee;
(d) The
amendment or repeal of bylaws or the adoption of new bylaws;
(e) The
amendment or repeal of any resolution of the Board which by its express terms is
not so amendable or repealable by a committee of the board;
(f) A
distribution to the shareholders of the corporation;
(g) The
appointment of other committees of the Board or the members
thereof.
Any such
committee must be appointed by resolution adopted by a majority of the
authorized number of directors and may be designated an Executive Committee or
by such other name as the Board shall specify. The Board shall have the power to
prescribe the manner in which proceedings of any such committee shall be
conducted. Unless the Board or such committee shall otherwise provide, the
regular or special meetings and other actions of any such committee shall be
governed by the provisions of this Article applicable to meetings and actions of
the Board. Minutes shall be kept of each meeting of each committee.
ARTICLE
IV
OFFICERS
SECTION
1. OFFICERS. The
officers of the corporation shall be the Chief Executive Officer, a president, a
secretary and a Chief Financial Officer/ treasurer. The corporation may also
have, at the discretion of the Board, one or more vice-presidents, one or more
assistant vice presidents, one or more assistant secretaries, one or more
assistant treasurers and such other officers as may be elected or appointed in
accordance with the provisions of Section 3 of this Article.
SECTION
2. ELECTION. The
officers of the corporation, except such officers as may be elected or appointed
in accordance with the provisions of Section 3 or Section 5 of this Article,
shall be chosen annually by, and shall serve at the pleasure of, the Board, and
shall hold their respective offices until their resignation, removal or other
disqualification from service, or until their respective successors shall be
elected.
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SECTION
3. SUBORDINATE OFFICERS.
The Board may elect, and may empower the Chief Executive Officer to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the Board, or the Chief
Executive Officer may from time to time direct.
SECTION
4. REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause, by the Board of
Directors at any time, or, except in the case of an officer chosen by the Board,
by any officer upon whom such power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein. The acceptance of such resignation shall
be necessary to make it effective.
SECTION
5. VACANCIES. A vacancy
of any office because of death, resignation, removal, disqualification, or any
other cause shall be filled in the manner prescribed by these bylaws for the
regular election or appointment to such office.
SECTION
6. CEO. The CEO shall be
the chief executive officer and general manager of the corporation. The CEO
shall preside at all meetings of the shareholders and, in the absence of the
Chairman of the Board at all meetings of "the Board. The CEO has the general
powers and duties of management usually vested in the chief executive officer
and the general manager of a corporation and such other powers and duties as may
be prescribed by the Board.
SECTION
7. PRESIDENT. In the
absence or disability of the CEO, the President, shall perform all the duties of
the CEO, and when so acting shall have all the powers of, and be subject to all
the restrictions upon the CEO. The President shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the CEO or the Board
.
SECTION
8. SECRETARY. The
Secretary shall keep or cause to be kept, at the principal executive offices and
such other place as the Board may order, a book of minutes of all meetings of
shareholders, the Board, and its committees, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at Board and committee meetings, the number of
shares present or represented at shareholders' meetings, and proceedings
thereof. The Secretary shall keep, or cause to be kept, a copy of the bylaws of
the corporation at the principal executive office of the corporation. The
Secretary shall keep, or cause to be kept, at the principal executive office, a
share register, or a duplicate share register, showing the names of the
shareholders and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered for
cancellation.
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The
Secretary shall give, or cause to be given, notice of all the meetings of the
shareholders and of the Board and any committees thereof required by these
bylaws or by law to be given, shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board.
SECTION
9. TREASURER. The
Treasurer is the chief financial officer (CFO of the corporation and shall keep
and maintain, or cause to be kept and maintained, adequate and correct accounts
of the properties and financial-transactions of the corporation, and shall send
or cause to be sent to the shareholders of the corporation such financial
statements and reports as are by law or these bylaws required to be sent to
them.
The
Treasurer shall deposit all monies and other valuables in the name and to the
credit of the corporation with such depositories as may be designated by the
Board. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, shall render to the CEO and directors, whenever they
request it, an account of all transactions as Treasurer and of the financial
conditions of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
SECTION
10. AGENTS. The CEO,
President, the Secretary or Treasurer may appoint agents with power and
authority, as defined or limited in their appointment, for and on behalf of the
corporation to execute and deliver, and affix the seal of the corporation
thereto, to bonds, undertakings, recognizance, consents of surety or other
written obligations in the nature thereof and any said officers may remove any
such agent and revoke the power and authority given to him.
ARTICLE
V
OTHER
PROVISIONS
SECTION
1. DIVIDENDS. The Board
may from time to time declare, and the corporation may pay, dividends on its
outstanding shares in the manner and on the terms and conditions provided by
law, subject to any contractual restrictions on which the corporation is then
subject.
SECTION
2. INSPECTION OF BY-LAWS.
The Corporation shall keep in its Principal executive Office the original
or a copy of these bylaws as amended to date which shall be open to inspection
to shareholders at all reasonable times during office hours. If the Principal
Executive Office of the corporation is outside the State of Nevada and the
Corporation has no principal business office in such State, it shall upon the
written notice of any shareholder furnish to such shareholder a copy of these
bylaws as amended to date.
SECTION
3. REPRESENTATION OF SHARES OF
OTHER CORPORATIONS. The CEO or any other officer or officers authorized
by the Board or the CEO are each authorized to vote, represent, and exercise on
behalf of the Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Corporation. The
authority herein granted may be exercised either by any such officer in person
or by any other person authorized to do so by proxy or power of attorney duly
executed by said officer.
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ARTICLE
VI
INDEMNIFICATION
SECTION
1. INDEMNIFICATION IN ACTIONS
BY THIRD PARTIES. Subject to the limitations of law, if any, the
corporation shall have the Power to indemnify any director, officer, employee
and agent of the corporation who was or is a party or is threatened to be made a
party to any proceeding (other than an action by or in the right of to procure a
judgment in its favor) against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with such proceeding,
provided that the Board shall find that the director, officer, employee or agent
acted in good faith and in a manner which such person reasonably believed in the
best interests of the corporation and, in the case of criminal proceedings, had
no reasonable cause to believe the conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere shall not, of itself create a presumption that such person did not
act in good faith and in a manner which the person reasonably believed to be in
the best interests of the corporation or that such person had reasonable cause
to believe such person's conduct was unlawful.
SECTION
2. INDEMNIFICATION IN ACTIONS
BY OR ON BEHALF OF THE CORPORATION. Subject to the limitations of law, if
any, the Corporation shall have the power to indemnify any director, officer,
employee and agent of the corporation who was or is threatened to be made a
party to any threatened, pending or completed legal action by or in the right of
the Corporation to procure a judgment in its favor, against expenses actually
and reasonable incurred by such person in connection with the defense or
settlement, if the Board of Directors determine that such person acted in good
faith, in a manner such person believed to be in the best interests of the
Corporation and with such care, including reasonable inquiry, as an ordinarily,
prudent person would use under similar circumstances.
SECTION
3. ADVANCE OF EXPENSES.
Expenses incurred in defending any proceeding may be advanced by the
Corporation prior to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the officer, director, employee or agent to repay
such amount unless it shall be determined ultimately that the officer or
director is entitled to be indemnified as authorized by this
Article.
SECTION
4. INSURANCE. The
corporation shall have power to purchase and maintain insurance on behalf of any
officer, director, employee or agent of the Corporation against any liability
asserted against or incurred by the officer, director, employee or agent in such
capacity or arising out of such person's status as such whether or not the
corporation would have the power to indemnify the officer, or director, employee
or agent against such liability under the provisions of this
Article.
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ARTICLE
VII
AMENDMENTS
These
bylaws may be altered, amended or repealed either by approval of a majority of
the outstanding shares entitled to vote or by the approval of the Board;
provided however that after the issuance of shares, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number or
changing from a fixed to a flexible Board or vice versa may only be adopted by
the approval by an affirmative vote of not less than two-thirds of the
corporation's issued and outstanding shares entitled to vote.
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