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EXHIBIT 3.2
BY-LAWS
CLAVIS
TECHNOLOGIES INTERNATIONAL CO., LTD.
ARTICLE
I
SHARES
1. Every stockholder of
record shall be entitled to a stock certificate representing the shares
owned by him, but a stock certificate shall not be issued to any stockholder
until the shares represented thereby have been fully paid. No note or
obligation given by a stockholder, whether secured by pledge or otherwise, shall
be considered as payment in whole or in part, of any shares.
2. Share certificates of
the corporation shall be in such form as the Board of Directors may from time to
time determine. Stock certificates shall be issued to each holder of
fully-paid shares, in numerical order, from the stock certificate books, signed
by the President or Vice-President, countersigned by the Secretary or
Treasurer. Facsimile signatures may be used as permitted by
law. Share certificates restricted as to transfer or resale shall
bear an appropriate restriction legend. A record of each certificate
issued shall be kept on the stub thereof.
3. Transfers of shares
shall be made only upon the books of the corporation and, before a new
certificate is issued, the old certificate must be surrendered for cancellation
to the secretary or the corporation’s transfer agent. The corporation
shall not be bound by any restrictions on the transferability of shares imposed
by any agreement to which it is not a party unless both written notice of such
agreement or restriction is given to the Secretary and notice of such agreement
or restriction has been put upon the stock certificate(s) so
restricted. No transfer shall be made where such transfer is
restricted by law or governmental regulation. The corporation shall
be entitled to delay or refuse only transfer pending adequate proof of
entitlement to transfer.
4. In case a stock certificate
is lost or destroyed, the claimant thereof shall make an affirmation or
affidavit of the fact and advertise the same in such manner as the Board of
Directors may require, and shall give the corporation a bond of indemnity in
form and amount acceptable to the Board, and with one or more sureties
satisfactory to the Board and upon satisfactory proof being produced to the
Board of Directors of such loss or destruction, a new certificate may be issued
of the same tenor and for the same number of shares as the one
alleged to be lost or destroyed, but always subject to the approval of the Board
of Directors.
5. The holder of record of any
share or shares shall be entitled to be treated by the corporation as the
holder in fact thereof, and the corporation accordingly shall not be bound to
recognize any equitable claim to, or interest in, such share on the part of any
other person, whether or not the corporation shall have express or other notice
thereof, save as expressly provided by applicable laws.
6. A stockholder shall not be
personally liable for any debt or liability of the corporation, except as
may be imposed by law.
7. The treasury stock of
the corporation shall consist of such issued and outstanding shares of the
corporation as may be donated to the corporation or otherwise acquired, and
shall be held subject to disposal by the Board of Directors. Such
shares shall neither vote nor participate in dividends while held by the
corporation.
ARTICLE
II
MEETINGS OF
STOCKHOLDERS
1. The annual meeting of the
stockholders of this corporation shall be held at such place either
within or without the State of Nevada, on such date, and at such time, as may be
designated by the Board of Directors. Failure to hold an annual
meeting at the designated time shall not work any forfeiture or dissolution of
the corporation.
2. Special meetings of the
stockholders may be called to be held at the registered office of the
corporation, or at such other place designated in the call, at any time, (a) by
the President or (b) by resolution of the Board of Directors, or (c) upon
written request of the stockholders holding a majority of the outstanding shares
having voting rights. Upon written request of the stockholder
or stockholders entitled to call a special meeting, the Secretary shall give
notice of such special meeting, to be held at such time as the Secretary my fix,
not less than ten (10) nor more than sixty (60) days after
the receipt of such request. Upon neglect or refusal of
the Secretary to issue such call the person or persons making the request may do
so.
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3. In order that the
corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of share or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to any other action.
If no record date is
fixed:
(a) The
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, on which
the meeting is held.
(b) The
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be the day on which the first written consent
is expressed.
(c) The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
(d) A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
4. At least ten days before
each meeting of stockholders, the officer having charge of the transfer
books for shares shall make a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, with the address of and the
number of shares held by each, which list shall be kept on file at the principal
office of the corporation and shall be subject to inspection by any stockholder
at any time during usual business hours. Such list shall be produced
and kept open at the time and place of meeting, subject to the
inspection of any stockholders during the whole time of the
meeting. The preparation of such list may be dispensed with by oral
or written agreement of all stockholders.
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5. Except as herein otherwise
provided, notice of meeting, written or printed for every regular or
special meeting of the stockholders, shall be prepared and mailed to the last
known post office address (or e-mail address if previously consented to) of each
stockholder having voting rights, not less than five days before any such
meeting, and if for a special meeting, such notice shall also state the object
or objects thereof. No failure of or irregularity in notice of any
regular meeting shall invalidate such meeting or any proceeding thereat. Notice
of a meeting may be waived by written waiver signed by persons entitled to
vote. Attendance at a meeting shall constitute waiver of notice of
place, date, time and purpose.
6. A quorum at any
meeting of the stockholders shall consist of a majority of the voting shares of
the corporation, represented in person or by proxy. A majority of
such quorum shall decide any question that may come before the meeting unless
such question is by statute required to be decided by a majority of the
outstanding shares or otherwise.
7. At any meeting duly
called and held for the election of directors at which a quorum is
present, directors shall be elected by a plurality of the votes cast by the
holders (acting as such) of shares of stock of the corporation entitled to elect
such directors.
8.Removal of
directors. Notwithstanding any other provisions of the
Certificate of Incorporation or the By-Laws of the corporation (and
notwithstanding the fact that some lesser percentage may be specified by law,
the Certificate of Incorporation or the By-laws of the corporation), any
director or the entire board of Directors of the corporation may be removed at
any time, for cause or without cause, by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for that
purpose.
9.The order of business
at the annual meeting and, as far as possible, at all other meetings of the
stockholders, shall be:
(a)Call to order
(b)Proof of due notice of
meeting
(c)Call of roll, filing of proxies, and
determination of a quorum
(d)Reading and disposal of any unapproved
minutes
(e)Unfinished business
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(f)
Amendments of Articles of Incorporation or By-laws
(g)
Fixing the number of directors and election of directors
(h)Reports of officers and
committees
(i)New business
(j)Adjournment
Any
agenda item may be waived. Robert's Rules of Order shall determine
any question or dispute regarding procedure. The Secretary of the corporation
shall be designated as the parliamentarian of the meeting.
Business
transacted at all special meetings shall be confined to the objects stated in
the call and matters germane thereto, unless all stockholders entitled to vote
are present and consent.
10.Stockholders shall have the
right to be represented and vote by proxy at any meeting of
stockholders. Proxies shall be filed with the Secretary prior to the
meeting and failure to so file shall preclude
exercise thereof by the proxy holder at such meeting.
11.Any action which may
be taken at a meeting of stockholders may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by a
majority of the stockholders who would be entitled to vote at a meeting or such
lesser percentage of shares as shall be set by the Articles, and the consent
shall be filed with the Secretary of the corporation.
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ARTICLE
III
DIRECTORS
1.So long as all the shares of
this corporation are owned beneficially and of record by only one or two
stockholders, the business and property of the corporation shall be managed by a
Board of not fewer than the number of stockholders. At such time as
the stocks are owned beneficially and of record by three (3) or more
stockholders, the business and property of the corporation shall be managed by a
Board of not fewer than three (3) nor more than twenty-one (21) directors, who
shall be natural persons, at least 18 years of age, and who shall be elected
annually be the stockholders having voting rights, for the term of one year, and
shall serve until the election and acceptance of their duly qualified
successors. In the event of any delay in holding, or adjournment of,
or failure to hold an annual meeting, the terms of the sitting directors shall
be automatically continued indefinitely until their successors shall be duly
elected and qualified. Directors need not be
stockholders. Any vacancies, including vacancies resulting from an
increase in the number of directors, may be filled by the Board of Directors,
though less than a quorum for the unexpired term. The Board of Directors shall
have full power, and it is hereby expressly authorized, to increase or decrease
the number of directors from time to time without requiring a vote of the
stockholders.
2. The annual meeting of
the Board of Directors shall be held at the offices of the corporation within
thirty (30) days following the annual meeting of stockholders. At
such meeting, the Board may elect a Chairman of the Board (who shall thereafter
chair meetings of the Board), a Secretary (who shall thereafter keep the minutes
of the meetings of the Board), and such other officials as the Board may deem
desirable.
3. Special meetings of
the Board of Directors, may be called at any time by the President, Chairman of
the Board or by a majority of the members of the Board, and may be held at any
time and place, either within or without the State of Nevada, either with notice
as provided in Section 4 or without if by written consent of all the absent
members any by the presence of all other members at such meeting.
4.Notice of special
meetings shall be given by any means of communication by the Secretary to
each member of the Board not less than twenty-four (24) hours before any such
meeting, and notice of such special meetings shall include a general statement
of the purposes thereof. Notice of such meetings may be waived by
written waiver.
5. A quorum at any
meeting shall consist of a majority of the entire membership of the
Board. A majority of such quorum shall decide any question that may
come before the meeting, unless otherwise provided by statute.
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6. Executive
Committee. The Board of Directors may, by resolution adopted
by a majority of the whole Board, delegate not less than two of its number to
constitute an Executive Committee which, to the extent provided in such
resolution, shall have and exercise the authority of the Board of Directors in
the management of the business of the corporation. Written minutes
shall be kept of all actions taken by the Executive Committee between intervals
of the regular meetings of the Board of Directors, and these minutes must be
reported at the next regular meeting of the Board.
7. Special
Committees. The Board of Directors may, by specific resolution
adopted by a majority of the whole Board, delegate not less than two of its
number to constitute a special committee which, to the extent and scope provided
in such resolution, shall have and exercise authority in such matters as the
Board shall declare. Written minutes shall be kept of all actions
taken by any such special committee between the intervals of the regular
meetings of the Board of Directors, and those minutes must be reported at the
next regular meeting of the Board.
8. One or more directors
may participate in a meeting of the Board or of an Executive or other committee
of the Board by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
9. Any action which may
be taken at a meeting of the Board or of any committee thereof may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the Directors who would be entitled to vote at a
meeting for such purposes and shall be filed with the Secretary of the
Corporation.
10. Officers of the
corporation, including the President, shall be elected by ballot, by the
Board of Directors, at its first meeting after the election of directors each
year. If any office becomes vacant, including the office of the
President, during the year, the Board of Directors shall fill it for the
unexpired term. The President need not be chosen from the Board of
Directors.
11. The order of business
at any regular or special meeting of the Board of Directors shall
be:
(a)Call to order an call of
roll
(b)Reading and disposal of any unapproved
minutes
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(c)Unfinished business
(d)Reports of officers and committees
(e)New business
(f)Adjournment
Any agenda item may be
waived. Robert's Rules of Order shall determine any question or
dispute regarding procedure.
12. Compensation. Directors
as such, shall not receive any stated salary for their services, but by
resolution of the Board, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board provided,
that nothing herein contained shall be construed to preclude any director from
servicing the corporation in any other capacity and receiving compensation
therefor.
ARTICLE
IV
OFFICERS
1. The officer of the
corporation shall be a President, a Secretary and a
Treasurer. In addition, there may be one or more Vice Presidents and
such other officers, assistant officers, and agents as the Board of Directors
may determine. All officers and agents shall be elected for the term
of one year and shall hold office until their successors are elected and
qualified. Any two or more offices may be held by the same person
including the offices of President and Secretary.
2. The President shall
be the chief executive officer of the corporation; shall preside at all meetings
of the stockholders and directors; shall have general supervision of the affairs
of the corporation; shall sign or countersign certificates, contracts, and other
instruments of the corporation, as authorized by the Board of Directors; shall
make reports to the directors and stockholders and shall perform all such other
duties as are incident to his or her office or are properly required of him by
the Board of Directors.
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3. The Secretary shall
issue notices for all meetings; shall keep minutes, shall have charge of the
seal and the books of the corporation; shall sign with the President of affix
the seal to such instruments as require such signature or seal and attest to the
signature of the President by affixation of the seal thereto; and shall make
such reports and perform such other duties as are incident to his or her office,
or are properly required of him by the Board of Directors.
4. The Treasurer shall
have the custody of all monies and securities of the corporation and shall keep
regular books of account. He or she shall sign or countersign such
documents and instruments as require his or her signature, shall perform all
duties incident to the office or that are properly required of him or her by the
Board of Directors, and if required by the Board of Directors, shall give bond
for the faithful performance of his or her duties in such sum and with such
sureties as may be required by the Board of Directors. He or she
shall have the sole and exclusive power, responsibility, and authority to
determine the priority and order of payment of liabilities of this corporation,
to calculate and pay all payrolls, to withhold all required taxes including
federal, state and local income taxes and F.I.C.A., to regularly and timely
deposit such withheld sums in the manner required by law or
regulation, and to prepare, execute, and file, on a timely basis, all federal,
state, and local tax reports and/or returns and to transmit therewith all sums
due and owing.
6. All other officers,
assistant officers, and agents shall perform such duties as may be
required of them by the Board of Directors. All officers, assistant
officers, and agents of the corporation shall be subject to removal 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 removed. Any vacancy occurring in any
office of the corporation by death, resignation, removal or otherwise shall be
filled by the Board of Directors.
7. All officers,
assistant officers, and agents of the Corporation shall be subject to removal by
the Board of Directors whenever in its judgment the best interests of the
Corporation will be serviced thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person removed.
8. Compensation. The
Board of Directors shall have power to fix the compensation of all officers and
assistant officers of the corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers.
9. Disallowed
Compensation. Any payments made to an officer or employee of
the corporation such as a salary, commission, bonus, interest, rent, travel or
entertainment expense incurred by him or her, which shall be disallowed in whole
or in part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer or employee to the corporation to the full extent of
such disallowance. It shall be the duty of the directors, as a Board,
to enforce payment of each such amount disallowed, In lieu of payment by the
officer or employee, subject to the determination of the directors,
proportionate amounts may be withheld from his future compensation payments
until the amount owed to the corporation has been recovered.
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10. Resignations. Any
director or other officer may resign at anytime, such resignation to be in
writing, and to take effect from the time of its receipt by the corporation’s
Secretary, unless some time be fixed in the resignation and then from that
date. The acceptance of a resignation shall not be required to make
it effective.
ARTICLE
V
DIVIDENDS AND
FINANCE
1. Dividends shall be
declared as provided by law at such times as the Board of Directors shall
direct, and no dividend shall be declared that will impair the capital of the
corporation.
2. The monies of the
corporation shall be deposited in the name of the corporation, in such banks,
savings and loan associations or trust companies as the Board of Directors shall
designate, and shall be drawn out only by check or other negotiable instrument
signed as directed by the Board of Directors. Funds in excess of
current working capital needs may be invested in such certificates of deposit,
mutual funds government securities, money market funds, and similar liquid
investments.
3. Financial
Reports. The officers of the corporation shall tender to the
Board of Directors such financial reports of the condition of the corporation as
may be required by the Board of Directors. The directors and officers
shall be required to forward to the stockholders an annual financial report
within one hundred eighty (180) days after the close of each fiscal
year. No report of the financial condition of the corporation need be
prepared or verified by a certified public accountant, unless directed to be so
prepared by an order of the Board of Directors.
4. A fiscal year basis
may be established for the operations of the corporation by the Board of
Directors and may be changed, from time to time, as desirable to the extent
permitted by applicable tax laws or regulations.
5. The Treasurer, with
the approval of the President, may make charitable contributions out of the
funds of the corporation for purposes permitted by law, without the consent of
the stockholders or directors, to the extent that such contributions shall be
deductible by the corporation for income tax purposes; provided, however, that
full report of such contributions shall be made to the Board of Directors at its
next meeting.
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ARTICLE
VI
SEAL
1. The corporate seal of
the corporation shall consist of two concentric
circles, between which is the name of the corporation, and in the circle shall
be inscribed the words "Corporate Seal" together with the year of incorporation,
and "Nevada", and such seal is impressed on the margin hereof and is hereby
adopted as the corporate seal of the corporation.
ARTICLE
VII
CONFLICT OF
INTEREST
1. No contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for such reason, or solely because the director or officer is
present at or participates in the meeting of the Board which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if:
(a)The material facts as to his (their)
interest and as to the contract or transaction are disclosed to or are known by
the Board of Directors, and the Board, in good faith, authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors; or
(b)The material facts as to his (their)
relationship or interest and as to the contract or transaction are disclosed to
or are known by the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or
(c)The contract or transaction is fair as
to the corporation as of the time it is authorized, approved or ratified, by the
Board of Directors or the stockholders.
2. Common or interested
directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors which authorizes a contract or transaction
specified in Section 1 of the Article.
3. This provision shall
be in addition to, and not in limitation of, any applicable provisions of law
validating contracts in situations involving interested directors, officers and
stockholders.
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ARTICLE
VIII
LIMITATION OF
LIABILITY
1. No director of the
corporation shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, that the foregoing clause shall not apply to any liability of a
director for any action for which the General Corporation Law of the State of
Nevada proscribes this limitation and then only to the extent that this
limitation is specifically proscribed.
2. It is the intent that
this Article be interpreted to provide the maximum protection against liability
afforded to directors under the Nevada General Corporation Law as it may be
amended from time to time.
ARTICLE
IX
INDEMNIFICATION
1. The corporation
shall, to the fullest extent permitted by applicable law as then in
effect, indemnify each director, each officer and each other person who may have
acted as a representative of the corporation at its request, and his heirs,
executors, and administrators. Any such person shall be indemnified
by the corporation against:
(a) any
costs and expenses, including counsel fees, reasonably incurred in connection
with any civil, criminal, administrative or other claim, action, suit or
proceeding, in which he may become involved or with which he may be threatened,
by reason of his being or having been a director or officer of the corporation
or by reason of his serving or having served any corporation, trust, committee,
firm or other organization as director, officer, employee, trustee, member or
otherwise at the request of this corporation, and
(b) any
payments in settlement of any such claim, suit, action, or proceeding or in
satisfaction of any related judgment, fine, or penalty, except costs, expenses
or payments in relation to any matter as to which he shall be finally adjudged
derelict in the performance of his duties to the corporation, unless the
corporation shall receive an opinion from independent counsel that such
director, officer, or representative has not so been derelict. In the
case of a criminal action, suit, or proceeding, a conviction or judgment
(whether after trial or based on a plea of guilty or nolo contendere or its
equivalent) shall not be deemed an adjudication that the director, officer or
representative was derelict in the performance of his duties to the corporation
of he acted in good faith in what he considered to be the best interests of the
corporation and with no reasonable cause to believe the action was
illegal.
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The
foregoing right of indemnification shall not be exclusive of other rights to
which directors, officers and others may be entitled under the
Certificate of Incorporation as a matter of law or otherwise.
2. It is the intent that
this Article be interpreted to provide the maximum indemnification permitted
under the Nevada General Corporation Law as it may be amended from time to
time.
3. This corporation
shall have the power to purchase and maintain insurance on behalf of any person
who (1) is or was a director, officer, employee or agent of the corporation, or
(2) 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 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.
ARTICLE
X
EMERGENCY
BY-LAWS
1. Emergency Powers.
During any emergency resulting from warlike damage, including civil disorder, or
an attack on the United States or any nuclear or atomic disaster, or
extraordinary Act of God, the regular by-laws shall be suspended to the extent
necessary under the circumstances and the Board of Directors may make any
emergency by-law that may be practical or necessary for the circumstances of the
emergency, even though inconsistent with the regular by-laws. No
director, officer, or employee acting in accordance with any such emergency
by-laws shall be liable, except for willful misconduct.
2. Meeting. A
meeting of the Board of Directors may be called by any officer or director with
no prescribed period of notice, so long as an attempt is made to notify each
director as soon as conditions may permit. Such notice may be given
by any feasible means at the time, including publication or radio.
3. Quorum. The
director or directors in attendance at the meeting of the Board shall constitute
a quorum.
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4. Emergency Directors.
Prior to such an emergency, the Board of Directors may designate officers or
other persons who shall serve as directors in emergency meetings in the event
that the elected directors shall for any reason be rendered incapable of
discharging their duties.
5. Lines of
Succession. The Board of Directors, either before or during
any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the corporation shall for any reason be rendered incapable of
discharging their duties.
6. Termination. Upon
termination of the emergency, as declared by the Board of Directors or other
person discharging their duties, the emergency by-laws shall cease to be
operative. Termination shall not affect the legality of actions taken
hereunder.
ARTICLE
XI
AMENDMENTS
1. These by-laws may be
amended, repealed or altered in whole or in part, by a majority vote of
the outstanding stocks of the corporation, at any regular or special meeting of
the stockholders. Written notice shall, not less than five (5) days
before a stockholders' meeting called by the Board of Directors for the purpose
of considering proposed amendments, be given to each stockholder of record
entitled to vote. Such notice shall set forth the proposed amendment
or a summary of the changes to be effected thereby.
2. These By-laws may also be
amended, repealed, or altered, in whole or in part, by a majority vote of
the Board of Directors, at any meeting, without prior
notice. However, such by-laws, or any provision thereof, made,
altered, amended, or repealed by the Board of Directors, shall from time to time
be submitted to the stockholders for approval, and may be further altered,
amended or repealed by the stockholders at any annual meeting or, upon notice,
at any special meeting, and when so altered, amended or repealed, the Board of
Directors' changes disapproved by the stockholders shall not be re-established
by the Board of Directors without the prior approval of the
stockholders.
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CERTIFICATION
OF ADOPTION
The
undersigned, being the Secretary of Clavis Technologies International Co., Ltd.
hereby certify that the foregoing By-Laws were adopted as the By-Laws of the
Corporation on the 11th day of September, 2009:
/s/ Ki Young You | |
Ki
Young You
|
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