Attached files
AMENDED AND RESTATED BYLAWS
OF
NOVAGEN SOLAR INC.
ARTICLE I
SHAREHOLDER'S MEETINGS
01. ANNUAL MEETINGS
The annual meeting of the shareholders of this Corporation, for the purpose of
election of Directors and for such other business as may properly be brought
before it, shall be held at the registered office of the Corporation, or such
other places, either within or without the State of Nevada, as may be designated
by the notice of the meeting, and shall be held on such date and at such time as
may be designated from time to time by the Board of Directors.
02. SPECIAL MEETINGS
Special meetings of the shareholders of this Corporation, for any purpose or
purposes unless otherwise proscribed by statute or of the Articles of
Incorporation, may be called at any time by the holders of ten percent (10%) of
the issued and outstanding voting shares of the Corporation entitled to vote, or
by the President or by the Secretary or by the Board of Directors or a majority
thereof. No business shall be transacted at any special meeting of shareholders
except as is specified in the notice calling for said meeting. The Board of
Directors may designate any place, either within or without the State of Nevada,
as the place of any special meeting called by the president or the Board of
Directors, and special meetings called at the request of shareholders shall be
held at such place in the State of Nevada, as may be determined by the Board of
Directors and placed in the notice of such meeting.
03. NOTICE OF MEETING
Written notice of annual or special meetings of shareholders stating the place,
day, and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called shall be given by the Secretary or
the President or persons authorized to call the meeting to each shareholder of
record entitled to vote at the meeting. Such notice shall be given not less than
ten (10) nor more than fifty (50) days prior to the date of the meeting, and
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his/her address as it appears on the stock
transfer books of the Corporation.
04. WAIVER OF NOTICE
Notice of the time, place, and purpose of any meeting may be waived in writing
and will be waived by any shareholder by his/her attendance thereat in person or
by proxy. Any shareholder so waiving shall be bound by the proceedings of any
such meeting in all respects as if due notice thereof had been given.
05. QUORUM AND ADJOURNED MEETINGS
At all meetings of shareholders, except where otherwise provided by statute or
by the Articles of Incorporation, or by these Bylaws, the presence, in person or
by proxy duly authorized, of the holder or holders of not less than twenty
percent (20%) of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business. In the absence of a quorum,
any meeting of stockholders may be adjourned, from time to time, either by the
chairman of the meeting or by vote of the holders of a majority of the shares
represented thereat, but no other business shall be transacted at such meeting.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
06. PROXIES
At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by his/her duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after three (3) months from the date of
its execution, unless otherwise provided in the proxy. All questions regarding
the qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by the inspectors of election who shall be
appointed by the Board of Directors, or if not so appointed, then by the
presiding Officer of the meeting.
07. VOTING OF SHARES
Except as otherwise provided in the Articles of Incorporation or in these
Bylaws, every shareholder of record shall have the right at every shareholder's
meeting to one (1) vote for every share standing in his/her name on the books of
the Corporation, and the affirmative vote of a majority of the shares
represented at a meeting and entitled to vote thereat shall be necessary for the
adoption of a motion or for the determination of all questions and business
which shall come before the meeting, unless the question is one upon which by
express provision of the Statutes or of the Articles of Incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question. Upon demand of any Shareholder, the vote
for directors and the vote upon any question before the meeting shall be by
ballot.
08. ACTION WITHOUT A MEETING
Any action which may be taken by the vote of the Shareholders at a meeting may
be taken without a meeting if authorized by the written consent of Shareholders
holding at least a majority of the voting power, unless the provisions of the
statutes or the Articles of Incorporation require a greater proportion of voting
power to authorize such action in which case the greater proportion of written
consents shall be required.
ARTICLE II
DIRECTORS
01. GENERAL POWERS
The business and affairs of the Corporation shall be managed by its Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
Shareholders.
02. NUMBER, TENURE AND QUALIFICATIONS
The number of Directors of the Corporation shall be not less than one nor more
than seven (7). The Directors shall be elected at the annual general meeting of
the Shareholders and except as provided in Section 2 of this Article, each
Director shall hold office until the next annual meeting of shareholders and/or
until his/her successor shall have been elected and qualified. Directors need
not be residents of the State of Nevada or shareholders of the Corporation. No
reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.
03. ELECTION
The Directors shall be elected by the shareholders at their annual meeting each
year; and if, for any cause the Directors shall not have been elected at an
annual meeting, they may be elected at a special meeting of shareholders called
for that purpose in the manner provided by these Bylaws.
04. VACANCIES
In case of any vacancy in the Board of Directors including that caused by an
increase in the authorized number of Directors, the remaining Director(s),
whether constituting a quorum or not, may elect a successor to hold office for
the unexpired portion of the terms of the Director(s) whose place shall be
vacant, and until his/her successor shall have been duly elected and qualified.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in the
case of the death, resignation or removal of any Directors, or if the authorized
number of Directors be increased, or if the Shareholders fail at any annual or
special meeting of Shareholders at which any Director or Directors are elected
to elect the full authorized number of Directors to be voted for at the Meeting.
If the Board of Directors accepts the resignation of a Director tendered to take
effect at a future time, the Board of Directors or the Shareholders shall have
power to elect a successor to take office when the resignation is to become
effective.
05. RESIGNATION
Any Director may resign at any time by delivering written notice to the
secretary of the Corporation.
06. MEETINGS
At any annual, special or regular meeting of the Board of Directors, any
business may be transacted, and the Board may exercise all of its powers. Any
such annual, special or regular meeting of the Board of Directors of the
Corporation may be held outside of the State of Nevada, and any member or
members of the Board of Directors of the Corporation may participate in any such
meeting by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time; the participation by such means shall constitute presence in
person at such meeting. The transactions at any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though it had been held at a meeting duly held after regular call and notice, if
a quorum be present, and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made part of the
minutes of the minutes of the meeting.
A. Annual Meeting of Directors
Annual meetings of the Board of Directors shall be held immediately after the
annual shareholders' meeting or at such time and place as may be determined by
the Directors. No notice of the annual meeting of the Board of Directors shall
be necessary.
B. Special Meetings
Special meetings of the Directors shall be called at any time and place upon the
call of the President, Secretary or any Director. Notice of the time and place
of each special meeting shall be given by the secretary, or the persons calling
the meeting, by mail, telegram, facsimile or by personal communication by
telephone or otherwise at least twenty-four (24) hours in advance of the time of
the meeting. The purpose of the meeting need not be given in the notice. Notice
of any special meeting may be waived in writing or by facsimile (either before
or after such meeting) and will be waived by any Director in attendance at such
meeting. Such mailing, telegraphy, or delivery as above provided shall be due,
legal and personal notice to such Director
C. Regular Meetings of Directors
Regular meetings of the Board of Directors shall be held at such place and on
such day and hour as shall from time to time be fixed by resolution of the Board
of Directors. No notice of regular meetings of the Board of Directors shall be
necessary.
07. QUORUM AND VOTING
A majority of the Directors presently in office shall constitute a quorum for
all purposes, but a lesser number may adjourn any meeting, and the meeting may
be held as adjourned without further notice. At each meeting of the Board at
which a quorum is present, the act of a majority of the Directors present at the
meeting shall be the act of the Board of Directors unless a greater number be
required by statute or the Articles of Incorporation. The Directors present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave less than a quorum.
Any action of a majority, although not at a regularly called meeting, and the
record thereof, if assented to in writing by all of the other members of the
Board of Directors shall be as valid and effective in all respects as if passed
by the Board of Directors at a regular meeting.
08. COMPENSATION
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
09. PRESUMPTION OF ASSENT
A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his/her dissent shall be entered in the
minutes of the meeting or unless he/she shall file his/her written dissent to
such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
10. EXECUTIVE AND OTHER COMMITTEES
The Board of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members an executive committee and one
or more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board of
Directors, but no such committee shall have the authority of the Board of
Directors, in reference to amending the Articles of Incorporation, adoption a
plan of merger or consolidation, recommending to the shareholders the sale,
lease, exchange, or other disposition of all of substantially all the property
and assets of the dissolution of the Corporation or a revocation thereof,
designation of any such committee and the delegation thereto of authority shall
not operate to relieve any member of the Board of Directors of any
responsibility imposed by law. Such committee or committees shall have such name
or names as may be determined from time to time by the Board of Directors. The
members of any such committee present at any meeting and not disqualified from
voting may, whether or not they constitute a quorum, unanimously appoint another
member of the Board of Directors to act at the meeting in place of any absent or
disqualified member. At meetings of such committees, a majority of the members
or alternate members shall constitute a quorum for the transaction of business,
and the act of a majority of the members or alternate members at any meeting at
which there is a quorum shall be the act of the committee. The committees shall
keep regular minutes of their proceedings and report the same to the Board of
Directors.
11. CHAIRMAN OF BOARD OF DIRECTORS
The Board of Directors may, in its discretion, elect a chairman of the Board of
Directors from its members; and, if a chairman has been elected, he/she shall,
when present, preside at all meetings of the Board of Directors and the
shareholders and shall have such other powers as the Board may prescribe.
12. REMOVAL
Directors may be removed from office with or without cause by a vote of
shareholders holding a majority of the shares entitled to vote at an election of
Directors. The holders of a majority of the issued and outstanding voting shares
entitled to vote may at any time peremptorily terminate the office of any or all
of the Directors by vote at a meeting called for such purpose or by a written
statement filed with the Secretary or, in his absence, with any other officer.
Such removal shall be effective immediately, even if successors are not elected
simultaneously.
ARTICLE III
ACTIONS BY WRITTEN CONSENT
Any corporate action required by the Articles of Incorporation, Bylaws, or the
laws under which this Corporation is formed, to be voted upon or approved at a
duly called meeting of the Directors or shareholders may be accomplished without
a meeting if a written memorandum of the respective Directors or shareholders,
setting forth the action so taken, shall be signed by all the Directors or
shareholders, as the case may be and such written consent is filed with the
minutes of the proceedings by the Board of Directors or committee of the Board
of Directors.
ARTICLE IV
OFFICERS
01. OFFICERS DESIGNATED
The Officers of the Corporation shall be a president, one or more vice
presidents (the number thereof to be determined by the Board of Directors), a
secretary and a treasurer, each of whom shall be elected by the Board of
Directors. Such other Officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any office may be held by
the same person, except that in the event that the Corporation shall have more
than one director, the offices of president and secretary shall be held by
different persons.
02. ELECTION, QUALIFICATION AND TERM OF OFFICE
Each of the Officers shall be elected by the Board of Directors. None of said
Officers except the president need be a Director, but a vice president who is
not a Director cannot succeed to or fill the office of president. The Officers
shall be elected by the Board of Directors. Except as hereinafter provide, each
of said Officers shall hold office from the date of his/her election until the
next annual meeting of the Board of Directors and until his/her successor shall
have been duly elected and qualified.
03. POWERS AND DUTIES
The powers and duties of the respective corporate Officers shall be as follows:
A. President
The president shall be the chief executive Officer of the Corporation and,
subject to the direction and control of the Board of Directors, shall have
general charge and supervision over its property, business, and affairs. He/she
shall, unless a Chairman of the Board of Directors has been elected and is
present, preside at meetings of the shareholders and the Board of Directors.
B. Vice President
In the absence of the president or his/her inability to act, the senior vice
president shall act in his place and stead and shall have all the powers and
authority of the president, except as limited by resolution of the Board of
Directors.
C. Secretary
The secretary shall:
1. Keep the minutes of the shareholder's and of the Board of Directors
meetings in one or more books provided for that purpose;
2. See that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law;
3. Be custodian of the corporate records and of the seal of the Corporation
and affix the seal of the Corporation to all documents as may be required;
4. Keep a register of the post office address of each shareholder which
shall be furnished to the secretary by such shareholder;
5. Sign with the president, or a vice president, certificates for shares of
the Corporation, the issuance of which shall have been authorized by resolution
of the Board of Directors;
6. Have general charge of the stock transfer books of the corporation; and,
7. In general perform all duties incident to the office of secretary and
such other duties as from time to time may be assigned to him/her by the
president or by the Board of Directors.
D. Treasurer
Subject to the direction and control of the Board of Directors, the treasurer
shall have the custody, control and disposition of the funds and securities of
the Corporation and shall account for the same; and, at the expiration of
his/her term of office, he/she shall turn over to his/her successor all property
of the Corporation in his/her possession.
04. REMOVAL
The Board of Directors shall have the right to remove any Officer whenever in
its judgment the best interest of the Corporation will be served thereby.
05. VACANCIES
The Board of Directors shall fill any office which becomes vacant with a
successor who shall hold office for the unexpired term and until his/her
successor shall have been duly elected and qualified.
06. SALARIES
The salaries of all Officers of the Corporation shall be fixed by the Board of
Directors.
ARTICLE V
SHARE CERTIFICATES AND CAPITAL STOCK
01. FORM AND EXECUTION OF CERTIFICATES
Certificates for shares of the Corporation shall be in such form as is
consistent with the provisions of the Corporation laws of the State of Nevada.
They shall be signed by the president and by the secretary, and the seal of the
Corporation shall be affixed thereto. Certificates may be issued for fractional
shares. If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the designations, preferences and
relative participating, optional or other special rights of the various classes
of Shares or series thereof and the qualifications, limitations or restrictions
of such rights, shall be set forth in full or summarized on the face or the back
of the certificate, which the Corporation shall issue to represent such Shares
02. TRANSFERS
Shares may be transferred by delivery of the certificates therefor, accompanied
either by an assignment in writing on the back of the certificates or by a
written power of attorney to assign and transfer the same signed by the record
holder of the certificate. Except as otherwise specifically provided in these
Bylaws, no shares shall be transferred on the books of the Corporation until the
outstanding certificate therefor has been surrendered to the Corporation.
03. LOSS OR DESTRUCTION OF CERTIFICATES
In case of loss or destruction of any certificate of shares, another may be
issued in its place upon proof of such loss or destruction and upon the giving
of a satisfactory bond of indemnity to the Corporation. A new certificate may be
issued without requiring any bond, when in the judgment of the Board of
Directors it is proper to do so.
04. FACSIMILE SIGNATURES
If a certificate is signed by a transfer agent other than the Corporation or its
employees or (2) by a registrar other than the Corporation or its employees, the
signatures of the Officers of the Corporation may be facsimiles. In case any
Officer who has signed or whose facsimile signature has been placed upon a
certificate shall cease to be such Officer before such certificate is issues,
such certificate may be issued with the same effect as though the person had not
ceased to be such Officer. The seal of the Corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of Stock.
05. REGISTERED OWNER
The Corporation shall be entitled to recognize the person registered on its
books as the owner of shares to be the exclusive owner for all purposes
including voting and distribution, and the Corporation shall not be bound to
recognize any equitable or other claim or interest in such shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Nevada.
ARTICLE VI
BOOKS AND RECORDS
01. BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER
The Corporation shall keep complete books and records of accounts and minutes of
the proceedings of the Board of Directors and shareholders and shall keep at its
registered office, principal place of business, or at the office of its transfer
agent or registrar a share register giving the names of the shareholders in
alphabetical order and showing their respective addresses and the number of
shares held by each.
02. COPIES OF RESOLUTIONS
Any person dealing with the Corporation may rely upon a copy of any of the
records of the proceedings, resolutions, or votes of the Board of Directors or
shareholders, when certified by the president or secretary.
ARTICLE VII
CORPORATE SEAL
The following is an impression of the corporate seal of this Corporation:
ARTICLE VIII
LOANS
Generally, no loans shall be made by the Corporation to its Officers or
Directors, unless first approved by the holder of two-third of the voting
shares, and no loans shall be made by the Corporation secured by its shares.
Loans shall be permitted to be made to Officers, Directors and employees of the
Corporation for moving expenses, including the cost of procuring housing. Such
loans shall be limited to $25,000.00 per individual upon unanimous consent of
the Board of Directors.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
01. INDEMNIFICATION
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgment, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action proceeding, had reasonable cause to believe that such person's
conduct was unlawful.
02. DERIVATIVE ACTION
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in the
Corporation's favor by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees) and amount paid in
settlement actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to amounts paid in
settlement, the settlement of the suit or action was in the best interests of
the Corporation; provided, however, that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for gross negligence or willful misconduct in the
performance of such person's duty to the Corporation unless and only to the
extent that, the court in which such action or suit was brought shall determine
upon application that, despite circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as such court shall deem
proper. The termination of any action or suit by judgment or settlement shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the best interests of the Corporation.
03. SUCCESSFUL DEFENSE
To the extent that a Director, Trustee, Officer, employee or Agent of the
Corporation has been successful on the merits or otherwise, in whole or in part
in defense of any action, suit or proceeding referred to in Paragraphs .01 and
.02 above, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
04. AUTHORIZATION
Any indemnification under Paragraphs .01 and .02 above (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Director, Trustee, Officer,
employee or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such
determination shall be made (a) by the Board of Directors of the Corporation by
a majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (b) is such a quorum is not obtainable, by a
majority vote of the Directors who were not parties to such action, suit or
proceeding, or (c) by independent legal counsel (selected by one or more of the
Directors, whether or not a quorum and whether or not disinterested) in a
written opinion, or (d) by the Shareholders. Anyone making such a determination
under this Paragraph .04 may determine that a person has met the standards
therein set forth as to some claims, issues or matters but not as to others, and
may reasonably prorate amounts to be paid as indemnification.
05. ADVANCES
Expenses incurred in defending civil or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided in Paragraph .04 above upon receipt of an undertaking by or on
behalf of the Director, Trustee, Officer, employee or agent to repay such amount
unless it shall ultimately be by the Corporation is authorized in this Section.
06. NONEXCLUSIVITY
The indemnification provided in this Section shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any law,
bylaw, agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director, Trustee, Officer, employee or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
07. INSURANCE
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a Director, Trustee, Officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a Director, Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
assessed against such person in any such capacity or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability.
08. "CORPORATION" DEFINED
For purposes of this Section, references to the "Corporation" shall include, in
addition to the Corporation, an constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had the power and authority to
indemnify its Directors, Trustees, Officers, employees or agents, so that any
person who is or was a Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the voting Shares of
which is owned by such constituent corporation or is or was serving at the
request of such constituent corporation as a Director, Trustee, Officer,
employee or agent of the corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving Corporation as such person
would have with respect to such constituent corporation if its separate
existence had continued.
09. FURTHER BYLAWS
The Board of Directors may from time to time adopt further Bylaws with specific
respect to indemnification and may amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.
ARTICLE X
AMENDMENT OF BYLAWS
01. BY THE SHAREHOLDERS
These Bylaws may be amended, altered, or repealed at any regular or special
meeting of the shareholders if notice of the proposed alteration or amendment is
contained in the notice of the meeting.
02. BY THE BOARD OF DIRECTORS
These Bylaws may be amended, altered, or repealed by the affirmative vote of a
majority of the entire Board of Directors at any regular or special meeting of
the Board.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall be set by resolution of the Board of
Directors.
ARTICLE XII
RULES OF ORDER
The rules contained in the most recent edition of Robert's Rules or Order, Newly
Revised, shall govern all meetings of shareholders and Directors where those
rules are not inconsistent with the Articles of Incorporation, Bylaws, or
special rules or order of the Corporation.
ARTICLE XIII
REIMBURSEMENT OF DISALLOWED EXPENSES
If any salary, payment, reimbursement, employee fringe benefit, expense
allowance payment, or other expense incurred by the Corporation for the benefit
of an employee is disallowed in whole or in part as a deductible expense of the
Corporation for Federal Income Tax purposes, the employee shall reimburse the
Corporation, upon notice and demand, to the full extent of the disallowance.
This legally enforceable obligation is in accordance with the provisions of
Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such
employee to a business expense deduction for the taxable year in which the
repayment is made to the Corporation. In this manner, the Corporation shall be
protected from having to bear the entire burden of disallowed expense items.
ARTICLE IXV
GENERAL PROVISIONS
01. REGISTERED OFFICE
The registered office of the Corporation shall be in Carson City, State of
Nevada. The Corporation may also have offices at such other places both within
and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
02. DISTRIBUTIONS
Distributions upon the capital stock of the Corporation, subject to the
provision of the Articles of Incorporation, if any, may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Distributions
may be paid in cash, in property or in shares of capital stock, subject to the
provisions of the Articles of Incorporation.
03. RESERVES
Before payment of any distribution, there may be set aside out of any funds of
the Corporation available for distributions such sum or sums as the Directors
may from time to time, in their absolute discretion, think proper as a reserve
or reserves to meet contingencies, or for equalizing distributions or for
repairing or maintaining any property of the Corporation or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
04. CHECKS AND NOTES
All checks or demands for money and notes of the Corporation shall be signed by
such Officer or Officers or such other person or persons as the Board of
Directors may from time to time designate.
CERTIFICATE OF SECRETARY
I, Thomas Mills hereby certify that I am the duly appointed Secretary of the
Corporation and that the foregoing Bylaws, constitute the code of Bylaws of the
Corporation as duly adopted at a special meeting of the Board of Directors of
the Corporation.
DATED this 31st day of March, 2010.
/s/ Thomas Mills
Thomas Mills
Secretary
