Attached files
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S-1 - Emoneco, Inc. | v173742_s-1.htm |
EX-10.1 - Emoneco, Inc. | v173742_ex10-1.htm |
EX-3.1 - Emoneco, Inc. | v173742_ex3-1.htm |
EX-5.1 - Emoneco, Inc. | v173742_ex5-1.htm |
EX-23.2 - Emoneco, Inc. | v173742_ex23-2.htm |
Exhibit
3.2
BYLAWS
OF
MASCOT
VENTURES INC.
(a
Nevada corporation)
ARTICLE
I
Meetings of Stockholders and
Other Stockholder Matters
SECTION 1. Annual
Meeting. An annual meeting of the stockholders of Mascot Ventures Inc.
(hereinafter, the “Corporation”) shall be held for the election of directors and
for the transaction of such other proper business at such time, date and place,
either within or without the State of Nevada, as shall be designated by
resolution of the Board of Directors from time to time.
SECTION 2. Special
Meetings. Special meetings of stockholders for any purpose or purposes
may be called by the Board of Directors, or by a committee of the Board of
Directors that has been designated by the Board of Directors and whose powers
and authority, as expressly provided in a resolution of the Board of Directors,
include the power to call such meetings, and shall be held at such time, date
and place, either within or without the State of Nevada, as shall be designated
by resolution of the Board of Directors or such committee. Special meetings of
stockholders may not be called by any other person or persons.
SECTION 3. Notice of
Meetings. Written notice of each meeting of the stockholders, which shall
state the time, date and place of the meeting and in the case of a special
meeting, the purpose or purposes for which it is called, shall, unless otherwise
provided by applicable law, the Articles of Incorporation or these bylaws, be
given not less than ten (10) nor more than sixty (60) days before the date of
such meeting to each stockholder entitled to vote at such meeting, and, if
mailed, it shall be deposited in the United States mail, postage prepaid,
directed to the stockholder at such stockholder’s address as it appears on the
records of the Corporation. Whenever notice is required to be given, a written
waiver thereof signed by the person entitled thereto, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
SECTION 4. Adjournments. Any
meeting of the stockholders may adjourn from time to time to reconvene at the
same or some other place, and notice need not be given of any such adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At any such adjourned meeting at which a quorum may be
present, the Corporation may transact any business which might have been
transacted at the original meeting.
SECTION 5. Quorum. Except as
otherwise provided by Nevada law, the Articles of Incorporation or these bylaws,
at any meeting of the stockholders the holders of a majority of the shares of
stock, issued and outstanding and entitled to vote, shall be present in person
or represented by proxy in order to constitute a quorum for the transaction of
any business. In the absence of a quorum, the holders of a majority of the
shares present in person or represented by proxy and entitled to vote may
adjourn the meeting from time to time in the manner described in Section 4 of
this Article I.
SECTION 6. Organization. At each
meeting of the stockholders, the Chairman of the Board, or in his absence or
inability to act, the President or, in his absence or inability to act, a Vice
President or, in the absence or inability to act of such persons, any person
designated by the Board of Directors, or in the absence of such designation, any
person chosen by a majority of those stockholders present in person or
represented by proxy, shall act as chairman of the meeting. The Secretary or, in
his absence or inability to act, any person appointed by the chairman of the
meeting shall act as secretary of the meeting and keep the minutes
thereof.
SECTION 7. Notice of
Business . At any annual meeting of the stockholders of the Corporation,
only such business shall be conducted as shall have been brought before the
meeting. To be properly brought before an annual meeting, such business must be
(i) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors; (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors; or (iii)
otherwise properly brought before the meeting by any stockholder of the
Corporation who is a stockholder of record at the time of giving of the notice
provided for in this Section 7, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 7. For
business to be properly brought before an annual meeting of the stockholders by
a stockholder, the stockholder shall have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a stockholder’s notice shall
be delivered to or mailed and received by the Secretary at the principal
executive office of the Corporation not less than 60 days nor more than 90 days
prior to the annual meeting; provided, however, that in the
event that less than 70 days’ notice or prior public disclosure of the date of
the annual meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made, whichever first occurs. Such
stockholder’s notice to the Secretary of the Corporation shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting, the reasons for conducting such business at the annual meeting and, in
the event that such business includes a proposal to amend any document,
including these bylaws, the language of the proposed amendment, (b) the name and
address, as they appear on the Corporation’s books, of the stockholder proposing
such business, (c) the class and number of shares of capital stock of the
Corporation which are beneficially owned by such stockholder and (d) any
material interest of such stockholder in such business. Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at any annual meeting of the stockholders
except in accordance with the procedures set forth in this Section 7. The
chairman of the annual meeting of the stockholders shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 7, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted. Notwithstanding
the foregoing provisions of this Section 7, a stockholder shall also comply with
all applicable requirements of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder with respect to
matters set forth in this Section 7.
2
SECTION 8. Order of
Business; Conduct of Meetings. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the
meeting.
SECTION 9. Voting;
Proxies. Unless otherwise provided by Nevada law or in the Articles of
Incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of capital stock which has voting
power upon the matter in question held by such stockholder either (i) on the
date fixed pursuant to the provisions of Section 10 of Article I of these bylaws
as the record date for the determination of the stockholders to be entitled to
notice of or to vote at such meeting; or (ii) if no record date is fixed, then
at the close of business on the day next preceding the day on which notice is
given. Each stockholder entitled to vote at any meeting of the stockholders may
authorize another person or persons to act for him by proxy. Any such proxy
shall be delivered to the secretary of such meeting at or prior to the time
designated in the order of business for so delivering such proxies. At all
meetings of the stockholders for the election of directors, a plurality of the
votes cast shall be sufficient to elect. On all other matters, except as
otherwise required by Nevada law or the Articles of Incorporation, a majority of
the votes cast at a meeting of the stockholders shall be necessary to authorize
any corporate action to be taken by vote of the stockholders. Unless required by
Nevada law, or determined by the chairman of the meeting to be advisable, the
vote on any question other than the election of directors need not be by written
ballot. On a vote by written ballot, each written ballot shall be signed by the
stockholder voting, or by his proxy if there be such proxy, and shall state the
number of shares voted.
SECTION 10. Fixing of
Record Date for Stockholder Meetings. 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, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than 60 nor less than 10 days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the close of business on the day next preceding the day on
which notice is given, or if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. 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.
3
SECTION 12. List of
Stockholders Entitled to Vote. The officer of the Corporation who has
charge of the stock ledger of the Corporation shall prepare and make, at least
10 days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder of the Corporation who is present.
SECTION 13. Inspectors. The Board
of Directors may, in advance of any meeting of stockholders, appoint one or more
inspectors to act at such meeting or any adjournment thereof. If the inspectors
shall not be so appointed or if any of them shall fail to appear or act, the
chairman of the meeting shall appoint inspectors. Each inspector, before
entering upon the discharge of his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his or her ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.
SECTION 14. Stock
Ledger . The stock ledger of the Corporation shall be the only evidence
as to who are the stockholders entitled to examine the stock ledger, the list
required by Section 12 of this Article I, the books of the Corporation, or to
vote in person or by proxy at any meeting of the stockholders.
ARTICLE
II
Board of
Directors
SECTION 1. General
Powers. The business and affairs of the Corporation shall be managed by
or under the direction of a Board of Directors. The Board of Directors may
exercise all such authority and powers of the Corporation and do all such lawful
acts and things as are not, by Nevada law or the Articles of Incorporation,
directed or required to be exercised or done by the stockholders.
4
SECTION 2. Number,
Qualification. Except as otherwise fixed by or pursuant to provisions of
the Articles of Incorporation relating to the rights of the holders of any class
or series of stock having a preference over common stock as to dividends or upon
liquidation to elect additional directors under specified circumstances, the
number of directors of the Corporation shall be fixed from time to time by
affirmative vote of a majority of the directors then in office.
SECTION 3. Elections
And Terms. The Board of Directors, other than those who may be elected by
the holders of any classes or series of stock having a preference over the
common stock as to dividends or upon liquidation, shall be elected for a term
ending at the next following Annual Meeting of Stockholders and until their
successors have been duly elected and qualified.
SECTION 4. Newly
Created Directorships And Vacancies. Except as otherwise fixed by or
pursuant to provisions of the Articles of Incorporation relating to the rights
of the holders of any class or series of stock having a preference over common
stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, newly created directorships resulting from any increase
in the number of directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors. Except as
otherwise provided under Nevada law, newly created directorships and vacancies
resulting from any cause may not be filled by any other person or persons. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term and until such director’s successor shall have
been duly elected and qualified. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any director then
in office.
SECTION 5. Removal and
Resignation. Except as otherwise fixed by or pursuant to provisions of
the Articles of Incorporation relating to the rights of the holders of any class
or series of stock having a preference over common stock as to dividends or upon
liquidation to elect additional directors under specified circumstances, any
director may be removed from office only for cause and only by the affirmative
vote of the holders of two-thirds of the outstanding shares of stock entitled to
vote generally in the election of directors. Any director may resign at any time
upon written notice to the Corporation. Any such resignation shall take effect
at the time specified therein or, if the time when it shall become effective
shall not be specified therein, immediately upon its receipt; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
5
SECTION 7. Regular
Meetings. Regular meetings of the Board of Directors may be held at such
places within or without the State of Nevada and at such times as the Board of
Directors may from time to time determine. Notice of regular meetings of the
Board of Directors need not be given except as otherwise required by Nevada law
or these bylaws.
SECTION 8. Special
Meetings. Special meetings of the Board of Directors may be held at any
time or place within or without the State of Nevada whenever called by the
Chairman of the Board of Directors, the President or by a majority of the entire
Board of Directors.
SECTION 9. Notice of
Meetings. Notice of each special meeting of the Board of Directors (and
of each regular meeting for which notice shall be required) shall be given by
the Secretary as hereinafter provided in this Section 9, in which notice shall
be stated the time and place of the meeting. Except as otherwise required by
Nevada law or these bylaws, such notice need not
state the purpose(s) of such meeting. Notice of each such meeting shall be
mailed, postage prepaid, to each director, addressed to such director at such
director’s residence or usual place of business, by registered mail, return
receipt requested delivered at least two (2) days before the day on which such
meeting is to be held, or shall be sent addressed to such director at such place
by electronic mail, telegraph, telex, cable or wireless, or be delivered to such
director personally, by facsimile or by telephone, at least 24 hours before the
time at which such meeting is to be held. A written waiver of notice, signed by
the director entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Notice of any such meeting need
not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to
him.
6
SECTION 10. Quorum and
Manner of Acting. Except as hereinafter provided, a majority of the whole
Board of Directors shall be present in person or by means of a conference
telephone or similar communications equipment which allows all persons
participating in the meeting to hear each other at the same time at any meeting
of the Board of Directors in order to constitute a quorum for the transaction of
business at such meeting; and, except as otherwise required by Nevada law, the
Articles of Incorporation or these bylaws, the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum at any meeting of the
Board of Directors, a majority of the directors present thereat may adjourn such
meeting to another time and place. Notice of the time and place of any such
adjourned meeting shall be given to the directors who were not present at the
time of the adjournment and, unless such time and place were announced at the
meeting at which the adjournment was taken, to the other directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called. The
directors shall act only as a Board and the individual directors shall have no
power as such.
SECTION 11. Action
Without a Meeting. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all members
of the Board consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board of Directors.
SECTION 12. Telephonic
Participation. Members of the Board of Directors may participate in a
meeting of the Board by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation in such a meeting shall
constitute presence in person at such meeting.
SECTION 13. Organization. At each
meeting of the Board, the Chairman of the Board or, in his absence or inability
to act, the Chief Executive Officer or, in his absence or inability to act,
another director chosen by a majority of the directors present shall act as
chairman of the meeting and preside thereat. The Secretary or, in his absence or
inability to act, any person appointed by the chairman shall act as secretary of
the meeting and keep the minutes thereof.
ARTICLE
III
Committees
7
SECTION 1. Committees. The Board
of Directors may, by resolution passed by a majority of the whole Board of
Directors, designate one or more committees, each committee to consist of two or
more of the directors of the Corporation. The Board of Directors may fill
vacancies in, change the membership of, or dissolve any such committee. The
Board of Directors may designate one or more directors as alternate members of
any committee who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of such absent or disqualified member. Any such committee, to
the extent provided by Nevada law and to the extent provided in the resolution
of the Board of Directors, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it. Each committee shall keep written minutes of its proceedings and
shall report such minutes to the Board of Directors when required. All such
proceedings shall be subject to revision or alteration by the Board of
Directors; provided, however, that third
parties shall not be prejudiced by such revision or alteration.
SECTION 2. Committee
Rules. Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the
conduct of its business. In the absence of such rules, each committee shall
conduct its business in the same manner as the Board of Directors conducts its
business pursuant to Article II of these bylaws.
SECTION 3. Standing
Committees. Notwithstanding anything contained in this Article III to the
contrary, the Board of Directors shall maintain two (2) standing committees
consisting of (i) a Corporate Governance Committee; and (2) an Audit Committee.
The Corporate Governance Committee shall consist of at least three (3) members
of the Board of Directors who are “non-employee directors” within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended,
and who are “outside directors” within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended. The Corporate Governance Committee
shall have the power and authority to recommend general compensation polices to
the full Board of Directors, oversee the Corporation’s compensation plans,
establish the compensation levels for the Corporation’s Chief Executive Officer
and other Executive Officers and advise the full Board of Directors on general
compensation policies for the Company’s Executive Officers. The Audit Committee
shall consist of at least three (3) members of the Board of Directors, none of
which shall also serve as an Executive Officer of the Corporation. The Audit Committee shall have the power
and authority to review and report to the full Board of Directors with respect
to the selection, retention, termination and terms of engagement of the
Corporation’s independent public accountants and maintain communications among
the Board of Directors, the independent public accountants and the Corporation’s
internal accounting staff with respect to accounting and audit procedures. The
Audit Committee shall also have the power and authority to review the
Corporation’s processes, internal accounting and control procedures and policies
and related matters with the Corporation’s management.
ARTICLE
IV
8
Officers
SECTION 1. Number. The officers
of the Corporation shall be elected by the Board of Directors and shall consist
of a Chairman of the Board, a Chief Executive Officer, a President, one or more
Vice Presidents, a Secretary, a Treasurer, and such other officers and assistant
officers as may be deemed necessary or desirable by the Board of Directors. Any
number of offices may be held by the same person. In its discretion, the Board
of Directors may choose not to fill any office for any period that it may deem
advisable unless otherwise required by Nevada law.
SECTION 2. Election
and Term of Office. The officers of the Corporation shall be elected
annually by the Board of Directors at its first meeting held after each annual
meeting of stockholders or as soon thereafter as conveniently may be. The Chief
Executive Officer shall appoint persons to other officers as he or she deems
desirable and such appointments, if any, shall serve at the pleasure of the
Board of Directors. Each officer shall hold office until a successor is duly
elected and qualified or until his or her earlier death, resignation or removal
as hereinafter provided.
SECTION 3. Resignations. Any
officer may resign at any time upon written notice to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4. Removal. Any officer
or agent of the Corporation may be removed, either with or without cause, at any
time, by the Board of Directors at any meeting of the Board of Directors or,
except in the case of an officer or agent elected or appointed by the Board of
Directors, by the Chief Executive Officer, but any such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
SECTION 5. Vacancies. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, may be filled for the unexpired portion of the term of the
office which shall be vacant by the Board of Directors at any special or regular
meeting.
SECTION 6. Powers and
Duties of Executive Officers. The officers of the Corporation shall have
such powers and duties in the management of the Corporation as may be prescribed in a resolution by the Board of Directors
and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors. The Board of
Directors may require any officer, agent or employee to give security for the
faithful performance of his or her duties.
SECTION 7. The
Chairman of the Board. The Chairman of the Board shall be an officer of
the Corporation for the purpose of executing agreements and other instruments on
behalf of the Corporation but shall not be an employee of the Corporation. He
shall, if present, preside at each meeting of the stockholders and of the Board
of Directors and shall be an ex-officio member of all committees of the Board of
Directors. Such person shall perform all duties incident to the office of
Chairman of the Board and such other duties as may from time to time be assigned
to such person by the Board of Directors.
9
SECTION 8. The Chief
Executive Officer. The Chief Executive Officer shall have the general and
active supervision and direction over the business operations and affairs of the
Corporation and over the other officers, agents and employees and shall see that
their duties are properly performed. At the request of the Chairman of the
Board, or in the case of his absence or inability to act, the Chief Executive
Officer shall perform the duties of the Chairman of the Board and when so acting
shall have all the powers of, and be subject to all the restrictions upon the
Chairman of the Board. Such person shall perform all duties incident to the
office of Chief Executive Officer and such other duties as may from time to time
be assigned to such person by the Board of Directors.
SECTION 9. The
President. The President shall be the Chief Operating Officer of the
Corporation and shall have general and active supervision and direction over the
business operations and affairs of the Corporation and over its several
officers, agents and employees, subject, however, to the direction of the Chief
Executive Officer and the control of the Board of Directors. In general, the
President shall have such other powers and shall perform such other duties as
usually pertain to the office of President or as from time to time may be
assigned to him by the Board of Directors or the Chief Executive
Officer.
SECTION 10. Vice
Presidents. Each Vice President shall have such powers and perform such
duties as from time to time may be assigned to him by the Board of Directors or
the Chief Executive Officer.
SECTION 11. The
Treasurer. The Treasurer shall (a) have charge and custody of, and be
responsible for, all the funds and securities of the Corporation; (b) keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation; (c) cause all monies and other valuables to be deposited to the
credit of the Corporation in such depositories as may be designated by the
Board; (d) receive, and give receipts for, monies due and payable to the
Corporation from any source whatsoever; (e) disburse the funds of the
Corporation and supervise the investment of its funds as ordered or authorized
by the Board, taking proper vouchers therefor; and (f) in general, have all the
powers and perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Board of
Directors or the Chief Executive Officer.
10
SECTION 13. Officers’
Bonds or Other Security. The Board of Directors may secure the fidelity
of any or all of its officers or agents by bond or otherwise, in such amount and
with such surety or sureties as the Board of Directors may require.
SECTION 14. Compensation. The
compensation of the officers of the Corporation for their services as such
officers shall be fixed from time to time by the Board of Directors; provided, however, that the
Board of Directors may delegate to the Chief Executive Officer or the President
the power to fix the compensation of officers and agents appointed by the
Chairman of the Board or the President, as the case may be. An officer of the
Corporation shall not be prevented from receiving compensation by reason of the
fact that such person is also a director of the Corporation.
ARTICLE
V
Shares of
Stock
SECTION 1. Stock
Certificates. Every holder of stock in the Corporation shall be entitled
to have a certificate signed by or in the name of the Corporation by the
Chairman of the Board or the President or a Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
certifying the number of shares owned by such holder in the Corporation. Any of
or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may
nevertheless be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
SECTION 2. Books of
Account and Record of Stockholders. The books and records of the
Corporation may be kept at such places, within or without the State of Nevada,
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate books shall be kept by the Secretary or by
any other officer or agent designated by the Board of Directors.
SECTION 3. Transfer of
Shares. Transfers of shares of stock of the Corporation shall be made on
the stock records of the Corporation only upon authorization by the registered
holder thereof, or by his attorney hereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by Nevada law, the Corporation shall be entitled to recognize the
exclusive right of a person in whose name any share or shares stand on the
record of stockholders as the owner of such share or shares for all purposes,
including, without limitation, the rights to receive dividends or other
distributions, and to vote as such owner, and the Corporation may hold any such
stockholder of record liable for calls and assessments and the Corporation shall
not be bound to recognize any equitable or legal claim to or interest in any
such share or shares on the part of any other person whether or not it shall
have express or other notice thereof. Whenever any transfers of shares shall be
made for collateral security and not absolutely, and both the transferor and
transferee request the Corporation to do so, such fact shall be stated in the
entry of the transfer.
11
SECTION 4. Regulations. The
Board of Directors may make such additional rules and regulations, not
inconsistent with these bylaws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares of stock to bear the
signature or signatures of any of them.
SECTION 5. Lost,
Stolen or Destroyed Stock Certificates. The holder of any certificate
representing shares of stock of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of such certificate, and the
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Board of Directors may, in its discretion, require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient, as the Board in its absolute discretion shall
determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate. Anything herein to the
contrary notwithstanding, the Board of Directors, in its absolute discretion,
may refuse to issue any such new certificate, except pursuant to judicial
proceedings under the laws of the State of Nevada.
ARTICLE
VI
Contracts, Checks, Drafts,
Bank Accounts, Etc.
SECTION 1. Execution
of Contracts. Except as otherwise required by statute, the Articles of
Incorporation or these bylaws, any contract or other instrument may be executed
and delivered in the name and on behalf of the Corporation by such officer or
officers (including any assistant officer) of the Corporation as the Board of
Directors may from time to time direct. Such authority may be general or
confined to specific instances as the Board of Directors may determine. Unless
authorized by the Board of Directors or expressly permitted by these bylaws, no
officer or agent or employee shall have any power or authority to bind the
Corporation by any
SECTION 2. Loans. Unless the
Board of Directors shall otherwise determine, the President or any
Vice-President may effect loans and advances at any time for the Corporation
from any bank, trust company or other institution, or from any firm, corporation
or individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness of
the Corporation, but no officer or officers shall mortgage, pledge, hypothecate
or transfer any securities or other property of the Corporation other than in
connection with the purchase of chattels for use in the Corporation’s
operations, except when authorized by the Board of Directors.
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SECTION 3. Checks,
Drafts, Bank Accounts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidence of indebtedness of the Corporation, shall be signed
in the name and on behalf of the Corporation by such persons and in such manner
as shall from time to time be authorized by the Board of Directors.
SECTION 4. Deposits. All funds
of the Corporation not otherwise employed shall be deposited from time to time
to the credit of the Corporation in such banks, trust companies or other
depositaries as the Board of Directors may from time to time designate or as may
be designated by any officer or officers of the Corporation to whom such power
of designation may from time to time be delegated by the Board of Directors. For
the purpose of deposit and for the purpose of collection for the account of the
Corporation, checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation may be endorsed, assigned and delivered
by any officer or agent of the Corporation.
SECTION 5. General and
Special Bank Accounts. The Board of Directors may from time to time
authorize the opening and keeping of general and special bank accounts with such
banks, trust companies or other depositaries as the Board of Directors may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may from time to time be delegated by the
Board of Directors. The Board of Directors may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these bylaws, as it may deem expedient.
ARTICLE
VII
Indemnification
SECTION 1. Right To
Indemnification. The Corporation shall indemnify and hold harmless to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is a party or is threatened to be
made a party or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, or by or in the right of the Corporation to procure a judgment in
its favor (a “Proceeding”), by reason of the fact that such person 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, enterprise or nonprofit entity, including serving with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys’ fees), judgments, 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; provided, however, with respect
to a Proceeding involving the right of the Corporation to procure judgment in
its favor, such indemnification shall only cover expenses (including attorney
fees) and shall only be made if such person acted in good faith and in a manner
such person reasonably believed to be in the best interests of the Corporation
and shall not be made with respect to any Proceeding as to which such person has
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Nevada or the court in which such
Proceeding 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 Court of Chancery of the State of Nevada or such other court shall deem
proper. The Corporation shall be required to indemnify a person in connection
with a Proceeding (or part thereof) initiated by such person only if the
Proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
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SECTION 2. Prepayment
of Expenses. Expenses incurred in defending any Proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it should be ultimately determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article VII
or otherwise.
SECTION 3. Claims. If a claim
for indemnification or payment of expenses under this Article VII is not paid in
full within 60 days after a written claim therefor has been received by the
Corporation, the claimant may file suit to recover the unpaid amount of such
claim and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable Nevada law.
SECTION 4. Non-Exclusivity of
Rights. The indemnification provided by this Article VII shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under these bylaws or any agreement or vote of stockholders 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,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 5. Other
Indemnification. The Corporation’s obligation, if any, to indemnify any
person who was or is serving at its request as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, enterprise or
non-profit entity be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or non-profit enterprise.
SECTION 6. Insurance. 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
enterprise against any liability asserted against such person and incurred by
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 under the provisions of Nevada law, the Articles
of Incorporation or of this Article VII.
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SECTION 7. Amendment
or Repeal. Any repeal or modification of the foregoing provisions of this
Article VII shall not adversely affect any right or protection hereunder of any
person respect of any act or omission occurring prior to the time of such repeal
or modification.
ARTICLE
VIII
General
Provisions
SECTION 1. Registered
Office . The registered office and registered agent of the Corporation
will be as specified in the Articles of Incorporation of the
Corporation.
SECTION 2. Other
Offices. The Corporation may also have such offices, both within or
without the State of Nevada, as the Board of Directors may from time to time
determine or the business of the Corporation may require.
SECTION 3. Fiscal
Year. The fiscal year of the Corporation shall be so determined by the
Board of Directors.
SECTION 4. Seal. The seal of the
Corporation shall be circular in form, shall bear the name of the Corporation
and shall include the words and numbers “Corporate Seal”, “Nevada” and the year
of incorporation.
SECTION 5. Voting
Securities Owned By Corporation. Voting securities in any other
corporation held by the Corporation shall be voted by the Chief Executive
Officer, unless the Board of Directors specifically confers authority to vote
with respect thereto, which authority may be general or confined to specific
instances, upon some other person or officer. Any person authorized to vote
securities shall have the power to appoint proxies, with general power of
substitution.
SECTION 6. Inspection
of Books and Records. Any stockholder of record, in person or by attorney
or other agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours for business to inspect for any
proper purpose the Corporation’s stock ledger, a list of its stockholders, and
its other books and records, and to make copies or extracts therefrom. A proper
purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the Corporation at its registered office in the State of Nevada or at its
principal place of business.
SECTION 7. Section
Headings. Section headings in these bylaws are for convenience of
reference only and shall not be given any substantive effect in limiting or
otherwise construing any provision herein.
SECTION 8. Inconsistent
Provisions. In the event that any provision of these bylaws is or becomes
inconsistent with any provision of the Articles of Incorporation, the general
corporation law of the State of Nevada or any other applicable law, the
provision of these bylaws shall not be given any effect to the extent of such
inconsistency but shall otherwise be given full force and effect.
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ARTICLE
IX
Amendments
These bylaws, may be adopted, amended or repealed, and new bylaws made, by the
Board of Directors of the Corporation, but the stockholders of the Corporation
may make additional bylaws and may alter and repeal any bylaws, whether adopted
by them or otherwise, by affirmative vote of the holders of two-thirds of the
outstanding shares of stock entitled to vote upon the election of
directors.
I, the undersigned, being the Secretary of Mascot Ventures Inc., DO HEREBY
CERTIFY the foregoing to be the bylaws of the Corporation, as adopted by consent
to action by Directors in lieu of a special meeting of the Corporation, dated
January 21, 2009.
____________________________________
Clive
Hope, Secretary
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