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S-1 - Flagship Global Corp | v177764_s1.htm |
EX-5.1 - Flagship Global Corp | v177764_ex5-1.htm |
EX-4.1 - Flagship Global Corp | v177764_ex4-1.htm |
EX-3.1 - Flagship Global Corp | v177764_ex3-1.htm |
EX-23.1 - Flagship Global Corp | v177764_ex23-1.htm |
EX-99.1 - Flagship Global Corp | v177764_ex99-1.htm |
BYLAWS
OF
NL
ONE CORPORATION
(the
"Corporation")
ARTICLE
I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual
Meetings
The
annual meeting of the shareholders of the Corporation shall be held at the time
fixed, from time to time, by the Board of Directors.
Section 2 - Special
Meetings
Special
meetings of the shareholders may be called by the Board of Directors or such
person or persons authorized by the Board of Directors.
Section 3 - Place of
Meetings
Meetings
of shareholders shall be held at the registered office of the Corporation, or at
such other places, within or without the State of Nevada as the Board of
Directors may from time to time fix.
Section 4 - Notice of
Meetings
A notice
convening an annual or special meeting which specifies the place, day, and hour
of the meeting, and the general nature of the business of the meeting, must be
faxed, personally delivered or mailed postage prepaid to each shareholder of the
Corporation entitled to vote at the meeting at the address of the shareholder as
it appears on the stock transfer ledger of the Corporation, at least ten (10)
days prior to the meeting. Accidental omission to give notice of a meeting to,
or the non-receipt of notice of a meeting by, a shareholder will not invalidate
the proceedings at that meeting.
Section 5 - Action Without a
Meeting
Unless
otherwise provided by law, any action required to be taken at a meeting of the
shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting, without prior notice and without a
vote if written consents are signed by shareholders representing a majority of
the shares entitled to vote at such a meeting, except however, if a different
proportion of voting power is required by law, the Articles of Incorporation or
these Bylaws, than that proportion of written consents is required. Such written
consents must be filed with the minutes of the proceedings of the shareholders
of the Corporation.
Section 6 –
Quorum
a) No
business, other than the election of the chairman or the adjournment of the
meeting, will be transacted at an annual or special meeting unless a quorum of
shareholders, entitled to attend and vote, is present at the commencement of the
meeting, but the quorum need not be present throughout the meeting.
b) Except
as otherwise provided in these Bylaws, a quorum is two persons present and
being, or representing by proxy, shareholders of the Corporation.
c) If
within half an hour from the time appointed for an annual or special meeting a
quorum is not present, the meeting shall stand adjourned to a day, time and
place as determined by the chairman of the meeting.
Section 7 -
Voting
Subject
to a special voting rights or restrictions attached to a class of shares, each
shareholder shall be entitled to one vote for each share of stock in his or her
own name on the books of the corporation, whether represented in person or by
proxy.
Section 8 -
Motions
No motion
proposed at an annual or special meeting need be seconded.
Section 9 - Equality of
Votes
In the
case of an equality of votes, the chairman of the meeting at which the vote
takes place is not entitled to have a casting vote in addition to the vote or
votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to
Entitlement to Vote
In a
dispute as to the admission or rejection of a vote at an annual or special
meeting, the decision of the chairman made in good faith is
conclusive.
Section 11 –
Proxy
a) Each
shareholder entitled to vote at an annual or special meeting may do so either in
person or by proxy. A form of proxy must be in writing under the hand of the
appointor or of his or her attorney duly authorized in writing, or, if the
appointor is a corporation, either under the seal of the corporation or under
the hand of a duly authorized officer or attorney. A proxyholder need not be a
shareholder of the Corporation.
b) A
form of proxy and the power of attorney or other authority, if any, under which
it is signed or a facsimiled copy thereof must be deposited at the registered
office of the Corporation or at such other place as is specified for that
purpose in the notice convening the meeting. In addition to any other method of
depositing proxies provided for in these Bylaws, the Directors may from time to
time by resolution make regulations relating to the depositing of proxies at a
place or places and fixing the time or times for depositing the proxies not
exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the
meeting or adjourned meeting specified in the notice calling a meeting of
shareholders.
ARTICLE
II: BOARD OF DIRECTORS
Section 1 - Number, Term,
Election and Qualifications
a) The
first Board of Directors of the Corporation, and all subsequent Boards of the
Corporation, shall consist of not less than one (1) and not more than nine (9)
directors. The number of Directors may be fixed and changed from time to time by
ordinary resolution of the shareholders of the Corporation.
b) The
first Board of Directors shall hold office until the first annual meeting of
shareholders and until their successors have been duly elected and qualified or
until there is a decrease in the number of directors. Thereinafter, Directors
will be elected at the annual meeting of shareholders and shall hold office
until the annual meeting of the shareholders next succeeding his or her
election, or until his or her prior death, resignation or removal. Any Director
may resign at any time upon written notice of such resignation to the
Corporation.
c) A
casual vacancy occurring in the Board may be filled by the remaining
Directors.
d) Between
successive annual meetings, the Directors have the power to appoint one or more
additional Directors but not more than 1/2 of the number of Directors fixed at
the last shareholder meeting at which Directors were elected. A Director so
appointed holds office only until the next following annual meeting of the
Corporation, but is eligible for election at that meeting. So long as he or she
is an additional Director, the number of Directors will be increased
accordingly.
e) A
Director is not required to hold a share in the capital of the Corporation as
qualification for his or her office.
Section 2 - Duties, Powers
and Remuneration
a) The
Board of Directors shall be responsible for the control and management of the
business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation including opening bank accounts, except
for those powers conferred upon or reserved for the shareholders or any other
persons as required under Nevada state law, the Corporation's Articles of
Incorporation or by these Bylaws.
b) The
remuneration of the Directors may from time to time be determined by the
Directors or, if the Directors decide, by the shareholders.
Section 3 - Meetings of
Directors
a) The
President of the Corporation shall preside as chairman at every meeting of the
Directors, or if the President is not present or is willing to act as chairman,
the Directors present shall choose one of their number to be chairman of the
meeting.
b) The
Directors may meet together for the dispatch of business, and adjourn and
otherwise regulate their meetings as they think fit. Questions arising at a
meeting must be decided by a majority of votes. In case of an equality of votes
the chairman does not have a second or casting vote. Meetings of the Board held
at regular intervals may be held at the place and time upon the notice (if any)
as the Board may by resolution from time to time determine.
c) A
Director may participate in a meeting of the Board or of a committee of the
Directors using conference telephones or other communications facilities by
which all Directors participating in the meeting can hear each other and
provided that all such Directors agree to such participation. A Director
participating in a meeting in accordance with this Bylaw is deemed to be present
at the meeting and to have so agreed. Such Director will be counted in the
quorum and entitled to speak and vote at the meeting.
d) A
Director may, and the Secretary on request of a Director shall, call a meeting
of the Board. Reasonable notice of the meeting specifying the place, day and
hour of the meeting must be given by mail, postage prepaid, addressed to each of
the Directors and alternate Directors at his or her address as it appears on the
books of the Corporation or by leaving it at his or her usual business or
residential address or by telephone, facsimile or other method of transmitting
legibly recorded messages. It is not necessary to give notice of a meeting of
Directors to a Director immediately following a shareholder meeting at which the
Director has been elected, or is the meeting of Directors at which the Director
is appointed.
e) A
Director of the Corporation may file with the Secretary a document executed by
him waiving notice of a past, present or future meeting or meetings of the
Directors being, or required to have been, sent to him and may at any time
withdraw the waiver with respect to meetings held thereafter. After filing such
waiver with respect to future meetings and until the waiver is withdrawn no
notice of a meeting of Directors need be given to the Director. All meetings of
the Directors so held will be deemed not to be improperly called or constituted
by reason of notice not having been given to the Director.
f) The
quorum necessary for the transaction of the business of the Directors may be
fixed by the Directors and if not so fixed is a majority of the Directors or, if
the number of Directors is fixed at one, is one Director.
g) The
continuing Directors may act notwithstanding a vacancy in their body but, if and
so long as their number is reduced below the number fixed pursuant to these
Bylaws as the necessary quorum of Directors, the continuing Directors may act
for the purpose of increasing the number of Directors to that number, or of
summoning a shareholder meeting of the Corporation, but for no other
purpose.
h) All
acts done by a meeting of the Directors, a committee of Directors, or a person
acting as a Director, will, notwithstanding that it be afterwards discovered
that there was some defect in the qualification, election or appointment of the
Directors, shareholders of the committee or person acting as a Director, or that
any of them were disqualified, be as valid as if the person had been duly
elected or appointed and was qualified to be a Director.
i) A
resolution consented to in writing, whether by facsimile or other method of
transmitting legibly recorded messages, by all of the Directors is as valid as
if it had been passed at a meeting of the Directors duly called and held. A
resolution may be in two or more counterparts which together are deemed to
constitute one resolution in writing. A resolution must be filed with the
minutes of the proceedings of the directors and is effective on the date stated
on it or on the latest date stated on a counterpart.
j) All
Directors of the Corporation shall have equal voting power.
Section 4 -
Removal
One or
more or all the Directors of the Corporation may be removed with or without
cause at any time by a vote of two-thirds of the shareholders entitled to vote
thereon, at a special meeting of the shareholders called for that
purpose.
Section 5 –
Committees
a) The
Directors may from time to time by resolution designate from among its members
one or more committees, and alternate members thereof, as they deem desirable,
each consisting of one or more members, with such powers and authority (to the
extent permitted by law and these Bylaws) as may be provided in such resolution.
Each such committee shall serve at the pleasure of the Board of Directors and
unless otherwise stated by law, the Certificate of Incorporation of the
Corporation or these Bylaws, shall be governed by the rules and regulations
stated herein regarding the Board of Directors.
b) Each
Committee shall keep regular minutes of its transactions, shall cause them to be
recorded in the books kept for that purpose, and shall report them to the Board
at such times as the Board may from time to time require. The Board has the
power at any time to revoke or override the authority given to or acts done by
any Committee.
ARTICLE
III: OFFICERS
Section 1 - Number,
Qualification, Election and Term of Office
a) The
Corporation's officers shall have such titles and duties as shall be stated in
these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of
a president, secretary, treasurer, and also may have one or more vice
presidents, assistant secretaries and assistant treasurers and such other
officers as the Board of Directors may from time to time deem advisable. Any
officer may hold two or more offices in the Corporation, and may or may not also
act as a Director.
b) The
officers of the Corporation shall be elected by the Board of Directors at the
regular annual meeting of the Board following the annual meeting of
shareholders.
c) Each
officer shall hold office until the annual meeting of the Board of Directors
next succeeding his or her election, and until his or her successor shall have
been duly elected and qualified, subject to earlier termination by his or her
death, resignation or removal.
Section 2 -
Resignation
Any
officer may resign at any time by giving written notice of such resignation to
the Corporation.
Section 3 -
Removal
Any
officer appointed by the Board of Directors may be removed by a majority vote of
the Board, either with or without cause, and a successor appointed by the Board
at any time, and any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer.
Section 4 -
Remuneration
The
remuneration of the Officers of the Corporation may from time to time be
determined by the Directors or, if the Directors decide, by the
shareholders.
Section 5 - Conflict of
Interest
Each
officer of the Corporation who holds another office or possesses property
whereby, whether directly or indirectly, duties or interests might be created in
conflict with his or her duties or interests as an officer of the Corporation
shall, in writing, disclose to the President the fact and the nature, character
and extent of the conflict and abstain from voting with respect to any
resolution in which the officer has a personal interest.
ARTICLE
V: SHARES OF STOCK
Section 1 - Certificate of
Stock
a) The
shares of the Corporation shall be represented by certificates or shall be
uncertificated shares.
b) Certificated
shares of the Corporation shall be signed, either manually or by facsimile, by
officers or agents designated by the Corporation for such purposes, and shall
certify the number of shares owned by the shareholder in the Corporation.
Whenever any certificate is countersigned or otherwise authenticated by a
transfer agent or transfer clerk, and by a registrar, then a facsimile of the
signatures of the officers or agents, the transfer agent or transfer clerk or
the registrar of the Corporation may be printed or lithographed upon the
certificate in lieu of the actual signatures. If the Corporation uses facsimile
signatures of its officers and agents on its stock certificates, it cannot act
as registrar of its own stock, but its transfer agent and registrar may be
identical if the institution acting in those dual capacities countersigns or
otherwise authenticates any stock certificates in both capacities. If any
officer who has signed or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.
c) If
the Corporation issued uncertificated shares as provided for in these Bylaws,
within a reasonable time after the issuance or transfer of such uncertificated
shares, and at least annually thereafter, the Corporation shall send the
shareholder a written statement certifying the number of shares owned by such
shareholder in the Corporation.
d) Except
as otherwise provided by law, the rights and obligations of the holders of
uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be
identical.
e) If
a share certificate:
(i) is worn out or defaced, the
Directors shall, upon production to them of the certificate and upon such other
terms, if any, as they may think fit, order the certificate to be cancelled and
issue a new certificate;
(ii) is lost, stolen or destroyed, then
upon proof being given to the satisfaction of the Directors and upon and
indemnity, if any being given, as the Directors think adequate, the Directors
shall issue a new certificate; or
(iii) represents more than one share
and the registered owner surrenders it to the Corporation with a written request
that the Corporation issue in his or her name two or more certificates, each
representing a specified number of shares and in the aggregate representing the
same number of shares as the certificate so surrendered, the Corporation shall
cancel the certificate so surrendered and issue new certificates in accordance
with such request.
Section 2 - Transfers of
Shares
a) Transfers
or registration of transfers of shares of the Corporation shall be made on the
stock transfer books of the Corporation by the registered holder thereof, or by
his or her attorney duly authorized by a written power of attorney; and in the
case of shares represented by certificates, only after the surrender to the
Corporation of the certificates representing such shares with such shares
properly endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and the payment of all stock transfer taxes due thereon.
b) The
Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 3 - Record
Date
a) The
Directors may fix in advance a date, which must not be more than 60 days
permitted by the preceding the date of a meeting of shareholders or a class of
shareholders, or of the payment of a dividend or of the proposed taking of any
other proper action requiring the determination of shareholders as the record
date for the determination of the shareholders entitled to notice of, or to
attend and vote at, a meeting and an adjournment of the meeting, or entitled to
receive payment of a dividend or for any other proper purpose and, in such case,
notwithstanding anything in these Bylaws, only shareholders of records on the
date so fixed will be deemed to be the shareholders for the purposes of this
Bylaw.
b) Where
no record date is so fixed for the determination of shareholders as provided in
the preceding Bylaw, the date on which the notice is mailed or on which the
resolution declaring the dividend is adopted, as the case may be, is the record
date for such determination.
Section 4 - Fractional
Shares
Notwithstanding
anything else in these Bylaws, the Corporation, if the Directors so resolve,
will not be required to issue fractional shares in connection with an
amalgamation, consolidation, exchange or conversion. At the discretion of the
Directors, fractional interests in shares may be rounded to the nearest whole
number, with fractions of 1/2 being rounded to the next highest whole number, or
may be purchased for cancellation by the Corporation for such consideration as
the Directors determine. The Directors may determine the manner in which
fractional interests in shares are to be transferred and delivered to the
Corporation in exchange for consideration and a determination so made is binding
upon all shareholders of the Corporation. In case shareholders having fractional
interests in shares fail to deliver them to the Corporation in accordance with a
determination made by the Directors, the Corporation may deposit with the
Corporation's Registrar and Transfer Agent a sum sufficient to pay the
consideration payable by the Corporation for the fractional interests in shares,
such deposit to be set aside in trust for such shareholders. Such setting aside
is deemed to be payment to such shareholders for the fractional interests in
shares not so delivered which will thereupon not be considered as outstanding
and such shareholders will not be considered to be shareholders of the
Corporation with respect thereto and will have no right except to receive
payment of the money so set aside and deposited upon delivery of the
certificates for the shares held prior to the amalgamation, consolidation,
exchange or conversion which result in fractional interests in
shares.
ARTICLE
VI: DIVIDENDS
a) Dividends
may be declared and paid out of any funds available therefor, as often, in such
amounts, and at such time or times as the Board of Directors may determine and
shares may be issued pro rata and without consideration to the Corporation's
shareholders or to the shareholders of one or more classes or
series.
b) Shares
of one class or series may not be issued as a share dividend to shareholders of
another class or series unless such issuance is in accordance with the Articles
of Incorporation and:
(i) a majority of the current
shareholders of the class or series to be issued approve the issue;
or
(ii) there are no outstanding shares of
the class or series of shares that are authorized to be issued as a
dividend.
ARTICLE
VII: BORROWING POWERS
a) The
Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and
amount, on such security, from such sources and upon such terms and conditions
as they think fit,
(ii) issue bonds, debentures and other
debt obligations either outright or as security for liability or obligation of
the Corporation or another person, and
(iii) mortgage, charge, whether by way
of specific or floating charge, and give other security on the undertaking, or
on the whole or a part of the property and assets of the Corporation (both
present and future).
b) A
bond, debenture or other debt obligation of the Corporation may be issued at a
discount, premium or otherwise, and with a special privilege as to redemption,
surrender, drawing, allotment of or conversion into or exchange for shares or
other securities, attending and voting at shareholder meetings of the
Corporation, appointment of Directors or otherwise, and may by its terms be
assignable free from equities between the Corporation and the person to whom it
was issued or a subsequent holder thereof, all as the Directors may
determine.
ARTICLE
VIII: FISCAL YEAR
The
fiscal year end of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors from time to time, subject to applicable
law.
ARTICLE
IX: CORPORATE SEAL
The
corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate
document.
ARTICLE
X: AMENDMENTS
Section 1 - By
Shareholders
All
Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made by a majority vote of the shareholders at any annual meeting
or special meeting called for that purpose.
Section 2 - By
Directors
The Board
of Directors shall have the power to make, adopt, alter, amend and repeal, from
time to time, Bylaws of the Corporation.
ARTICLE
XI: DISCLOSURE OF INTEREST OF DIRECTORS
a) A
Director who is, in any way, directly or indirectly interested in an existing or
proposed contract or transaction with the Corporation or who holds an office or
possesses property whereby, directly or indirectly, a duty or interest might be
created to conflict with his or her duty or interest as a Director, shall
declare the nature and extent of his or her interest in such contract or
transaction or of the conflict with his or her duty and interest as a Director,
as the case may be.
b) A
Director shall not vote in respect of a contract or transaction with the
Corporation in which he is interested and if he does so his or her vote will not
be counted, but he will be counted in the quorum present at the meeting at which
the vote is taken. The foregoing prohibitions do not apply to:
(i) a contract or transaction relating
to a loan to the Corporation, which a Director or a specified corporation or a
specified firm in which he has an interest has guaranteed or joined in
guaranteeing the repayment of the loan or part of the loan;
(ii) a contract or transaction made or
to be made with or for the benefit of a holding corporation or a subsidiary
corporation of which a Director is a director or officer;
(iii) a contract by a Director to
subscribe for or underwrite shares or debentures to be issued by the Corporation
or a subsidiary of the Corporation, or a contract, arrangement or transaction in
which a Director is directly or indirectly interested if all the other Directors
are also directly or indirectly interested in the contract, arrangement or
transaction;
(iv) determining the remuneration of
the Directors;
(v) purchasing and maintaining
insurance to cover Directors against liability incurred by them as Directors;
or
(vi) the indemnification of a Director
by the Corporation.
c) A
Director may hold an office or place of profit with the Corporation (other than
the office of Auditor of the Corporation) in conjunction with his or her office
of Director for the period and on the terms (as to remuneration or otherwise) as
the Directors may determine. No Director or intended Director will be
disqualified by his or her office from contracting with the Corporation either
with regard to the tenure of any such other office or place of profit, or as
vendor, purchaser or otherwise, and, no contract or transaction entered into by
or on behalf of the Corporation in which a Director is interested is liable to
be voided by reason thereof.
d) A
Director or his or her firm may act in a professional capacity for the
Corporation (except as Auditor of the Corporation), and he or his or her firm is
entitled to remuneration for professional services as if he were not a
Director.
e) A
Director may be or become a director or other officer or employee of, or
otherwise interested in, a corporation or firm in which the Corporation may be
interested as a shareholder or otherwise, and the Director is not accountable to
the Corporation for remuneration or other benefits received by him as director,
officer or employee of, or from his or her interest in, the other corporation or
firm, unless the shareholders otherwise direct.
ARTICLE
XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The
Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
Corporation.
ARTICLE XIII: INDEMNITY OF
DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS
a) The
Directors shall cause the Corporation to indemnify a Director or former Director
of the Corporation and the Directors may cause the Corporation to indemnify a
director or former director of a corporation of which the Corporation is or was
a shareholder and the heirs and personal representatives of any such person
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, actually and reasonably incurred by him or them
including an amount paid to settle an action or satisfy a judgment inactive
criminal or administrative action or proceeding to which he is or they are made
a party by reason of his or her being or having been a Director of the
Corporation or a director of such corporation, including an action brought by
the Corporation or corporation. Each Director of the Corporation on being
elected or appointed is deemed to have contracted with the Corporation on the
terms of the foregoing indemnity.
b) The
Directors may cause the Corporation to indemnify an officer, employee or agent
of the Corporation or of a corporation of which the Corporation is or was a
shareholder (notwithstanding that he is also a Director), and his or her heirs
and personal representatives against all costs, charges and expenses incurred by
him or them and resulting from his or her acting as an officer, employee or
agent of the Corporation or corporation. In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the Corporation (if he is
not a full time employee of the Corporation and notwithstanding that he is also
a Director), and his or her respective heirs and legal representatives against
all costs, charges and expenses incurred by him or them and arising out of the
functions assigned to the Secretary by the Corporation Act or these Articles and
each such Secretary and Assistant Secretary, on being appointed is deemed to
have contracted with the Corporation on the terms of the foregoing
indemnity.
c) The
Directors may cause the Corporation to purchase and maintain insurance for the
benefit of a person who is or was serving as a Director, officer, employee or
agent of the Corporation or as a director, officer, employee or agent of a
corporation of which the Corporation is or was a shareholder and his or her
heirs or personal representatives against a liability incurred by him as a
Director, officer, employee or agent.