Attached files
| file | filename |
|---|---|
| S-1/A - ACTIVE HEALTH FOODS - S-1/A #3 - 8-26-10 - Active Health Foods, Inc. | ahf_s-1a3.htm |
| EX-5.1 - ACTIVE HEALTH FOODS - LEGAL OPINION - Active Health Foods, Inc. | ahf_legalopinion.htm |
| EX-14.1 - ACTIVE HEALTH FOODS - CORPORATE CODE OF CONDUCT AND ETHICS - Active Health Foods, Inc. | ahf_ethics.htm |
| EX-3.1 - ACTIVE HEALTH FOODS - CHARTER AND ARTICLES OF INCORPORATION - Active Health Foods, Inc. | ahf_articles.htm |
| EX-23.1 - ACTIVE HEALTH FOODS - CONSENT OF ATTORNEY - Active Health Foods, Inc. | ahf_consentofatty.htm |
| EX-3.2 - ACTIVE HEALTH FOODS - AMENDED ARTICLES OF INCORPORATION - Active Health Foods, Inc. | ahf_amendedarticles.htm |
| EX-23.2 - ACTIVE HEALTH FOODS - CONSENT OF AUDITORS - Active Health Foods, Inc. | ahf_consentofauditors.htm |
| EX-99.2 - ACTIVE HEALTH FOODS - TRADEMARK REGISTRATION - Active Health Foods, Inc. | ahf_trademarkregistration.htm |
| EX-99.1 - ACTIVE HEALTH FOODS - SUBSCRIPTION AGREEMENT - Active Health Foods, Inc. | ahf_subscriptionagreement.htm |
BY LAWS OF ACTIVE
HEALTH FOODS. INC.
A
California Corporation
RECITALS:
NOW THEREFORE, ACTIVE HEALTH FOODS,
INC., ("Corporation") seeks to ratify the corporate bylaws, by adopting
the following:
ARTICLE I:
SHAREHOLDERS
1 Annual Meeting
1.1 A
meeting of the shareholders shall be held annually for the election of
directors and
the
transaction of other business on such date in each year
as may be
determined
by the
Board of Directors, but in no event later
than 100 days after the anniversary
of the
date of incorporation of the Corporation.
2 Special Meetings
2.1 Special
meetings of the shareholders may be called by the Board of
Directors,
Chairman of the Board or President and shall be called by the
Board
upon the written request of the holders of record of a majority of
the
outstanding
shares of the Corporation entitled to vote at the meeting
requested
to be called. Such request shall state the purpose or purposes of
the
proposed meeting. At such special meetings the only business which
may be
transacted is that relating to the purpose or purposes set forth in
the
notice thereof.
3 Place of Meetings
3.1 Meetings
of the shareholders shall be held at such place within or outside
of the
State of California as may be fixed by the Board of Directors. If
no
place is
so fixed, such meetings shall be held at the principal office of
the
Corporation,
6185 Magnolia Ave., Suite 403, in the city of Riverside,
California,
92506.
4 Notice of
Meetings
4.1 Notice
of each meeting of the shareholders shall be given in writing and
shall
state the place, date and hour of the meeting and the purpose or
purposes
for which the meeting is called. Notice of a special meeting shall
indicate
that it is being issued by or at the direction of the person or
persons
calling or requesting the meeting.
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4.2 If,
at any meeting, action is proposed to be taken which, if taken,
would
entitle
objecting shareholders to receive payment for their shares, the
notice
shall include a statement of that purpose and to that effect.
4.3 A
copy of the notice of each meeting shall be given, personally or by
first
class
mail, not less than ten nor more than sixty days before the date of
the
meeting,
to each shareholder entitled to vote at such meeting. If mailed,
such
notice shall be deemed to have been given when deposited in the
United
States mail, with postage thereon prepaid, directed to the share-holder
at his
address as it appears on the record of the shareholders, or, if
he shall
have filed with the Secretary of the Corporation a written request
that
notices to him or her be mailed to some other address, then directed
to
him at
such other address.
4.4 When
a meeting is adjourned to another time or place, it shall not be
necessary
to give any notice of the adjourned meeting if the time and place
to which
the meeting is adjourned are announced at the meeting at which
the
adjournment is taken. At the adjourned meeting any business may be
transacted
that might have been transacted on the original date of the
meeting.
However, if after the adjournment the Board of Directors fixes a
new
record date for the adjourned meeting, a notice of the adjourned
meeting
shall be given to each shareholder of record on the new record
date
entitled to notice under this Section 4.
5 Waiver of Notice
5.1 Notice
of a meeting need not be given to any shareholder who submits a
signed
waiver of notice, in person or by proxy, whether before or after
the
meeting.
The attendance of any shareholder at a meeting, in person or by
proxy,
without protesting prior to the conclusion of the meeting the lack
of
notice of
such meeting, shall constitute a waiver of notice by him or her.
6 Inspectors of
Election
6.1 The
Board of Directors, in advance of any shareholders' meeting, may
appoint
one or more inspectors to act at the meeting or any adjournment
thereof.
If inspectors are not so appointed, the person presiding at a
shareholders'
meeting may, and on the request of any shareholder entitled
to vote
thereat shall, appoint two inspectors. In case any person appointed
fails to
appear or act, the vacancy may be filled by appointment in advance
of the
meeting by the Board or at the meeting by the person presiding
thereat.
Each inspector, before entering upon the discharge of his duties,
shall
take and sign an oath faithfully to execute the duties of such
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inspector
at such meeting with strict impartiality and according to the best
of his
ability.
6.2 The
inspectors shall determine the number of shares outstanding and the
voting
power of each, the shares represented at the meeting, the existence
of a
quorum, and 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 at the meeting, count and
tabulate
all votes, ballots or consents, determine the result thereof, and
do
such acts
as are proper to conduct the election or vote with fairness to all
shareholders.
On request of the person presiding at the meeting, or of any
shareholder
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. Any report or certificate
made by
them shall be prima facie evidence of the facts stated and of any
vote
certified by them.
7 List of Shareholders at
Meetings
7.1 A
list of the shareholders as of the record date, certified by the
Secretary
or any
Assistant Secretary or by a transfer agent, shall be produced at
any
meeting
of the shareholders upon the request thereat or prior thereto of
any
shareholder.
If the right to vote at any meeting is challenged, the
inspectors
of election, or the person presiding thereat, shall require such
list of
the shareholders to be produced as evidence of the right of the
persons
challenged to vote at such meeting, and all persons who appear
from such
list to be shareholders entitled to vote thereat may vote at such
meeting.
8 Qualification of
Voters
8.1 Unless
otherwise provided in the Certificate of Incorporation, every
shareholder
of record shall be entitled at every meeting of the shareholders
to one
vote for every share standing in its name on the record of the
shareholders.
8.2 Treasury
shares as of the record date and shares held as of the record date
by
another domestic or foreign corporation of any kind, if a majority of
the
shares
entitled to vote in the election of directors of such other
corporation
is held
as of the record date by the Corporation, shall not be shares
entitled
to vote
or to be counted in determining the total number of outstanding
shares.
8.3 Shares
held by an administrator, executor, guardian, conservator,
committee
or other fiduciary, other than a trustee, may be voted by such
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fiduciary,
either in person or by proxy, without the transfer of such shares
into the
name of such fiduciary. Shares held by a trustee may be voted by
him or
her, either in person or by proxy, only after the shares have been
transferred
into his name as trustee or into the name of his nominee.
8.4 Shares
standing in the name of another domestic or foreign corporation of
any type
or kind may be voted by such officer, agent or proxy as the
bylaws of
such corporation may provide, or, in the absence of such
provision,
as the board of directors of such corporation may determine.
8.5 No
shareholder shall sell his vote, or issue a proxy to vote, to any
person
for any
sum of money or anything of value except as permitted by law.
9 Quorum of
Shareholders
9.1 The
holders of a majority of the shares of the Corporation issued and
outstanding
and entitled to vote at any meeting of the shareholders shall
constitute
a quorum at such meeting for the transaction of any business,
provided
that when a specified item of business is required to be voted on
by a
class or series, voting as a class, the holders of a majority of
the
shares of
such class or series shall constitute a quorum for the transaction
of such
specified item of business.
9.2 When
a quorum is once present to organize a meeting, it is not broken by
The
subsequent withdrawal of any shareholders.
9.3 The
shareholders who are present in person or by proxy and who are
entitled
to vote may, by a majority of votes cast, adjourn the meeting
despite
the absence of a quorum.
10 Proxies
10.1 Every
shareholder entitled to vote at a meeting of the shareholders, or
to
express
consent or dissent without a meeting, may authorize another
person or
persons to act for him by proxy.
10.2 Every
proxy must be signed by the shareholder or its attorney. No proxy
shall be
valid after the expiration of eleven months from the date thereof
unless
otherwise provided in the proxy. Every proxy shall be revocable at
the
pleasure of the shareholder executing it, except as otherwise
provided
by
law.
10.3 The
authority of the holder of a proxy to act shall not be revoked by
the
incompetence
or death of the shareholder who executed the proxy, unless
before
the authority is exercised written notice of an adjudication of
such
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incompetence
or of such death is received by the Secretary or any
Assistant
Secretary.
11 Vote or Consent of
Shareholders
11.1 Directors,
except as otherwise required by law, shall be elected by a
plurality
of the votes cast at a meeting of shareholders by the holders of
shares
entitled to vote in the election.
11.2 Whenever
any corporate action, other than the election of directors, is to
be taken
by vote of the shareholders, it shall, except as otherwise required
by law,
be authorized by a majority of the votes cast at a meeting of
shareholders
by the holders of shares entitled to vote thereon.
11.3 Whenever
shareholders are required or permitted to take any action by
vote,
such action may be taken without a meeting on written consent,
setting
forth the action so taken, signed by the holders of all outstanding
shares
entitled to vote thereon. Written consent thus given by the holders
of all
outstanding shares entitled to vote shall have the same effect as
an
unanimous
vote of shareholders.
12 Fixing the Record
Date
12.1 For
the purpose of determining the shareholders entitled to notice of or
to
vote at
any meeting of shareholders or any adjournment thereof, or to
express
consent to or dissent from any proposal without a meeting, or for
the
purpose of determining shareholders entitled to receive payment of
any
dividend
or the allotment of any rights, or for the purpose of any other
action,
the Board of Directors may fix, in advance, a date as the record
date for
any such determination of shareholders. Such date shall not be
less than
ten nor more than sixty days before the date of such meeting, nor
more than
sixty days prior to any other action.
12.2 When
a determination of shareholders of record entitled to notice of or
to
vote at
any meeting of shareholders has been made as provided in this
Section,
such determination shall apply to any adjournment thereof, unless
the Board
of Directors fixes a new record date for the adjourned meeting.
ARTICLE
II: BOARD OF DIRECTORS
13 Power of Board and Qualification of
Directors
13.1 The
business of the Corporation shall be managed by the Board of
Directors.
Each director shall be at least eighteen years of age.
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14 Number of
Directors
14.1 The
number of directors constituting the entire Board of Directors shall
be
the
number, not less than one nor more than ten, fixed from time to
time
by a
majority of the total number of directors which the Corporation
would
have, prior to any increase or decrease, if there were no
vacancies,
provided,
however, that no decrease shall shorten the term of an
incumbent
director. Until otherwise fixed by the directors, the number of
directors
constituting the entire Board shall be four.
15 Election and Term of
Directors
15.1 At
each annual meeting of shareholders, directors shall be elected to
hold
office
until the next annual meeting and until their successors have been
elected
and qualified or until their death, resignation or removal in the
manner
hereinafter provided.
16 Quorum of Directors and Action by the
Board
16.1 A
majority of the entire Board of Directors shall constitute a quorum
for
the
transaction of business, and, except where otherwise provided
herein,
the vote
of a majority of the directors present at a meeting at the time of
such
vote, if a quorum is then present, shall be the act of the Board.
16.2 Any
action required or permitted to be taken by the Board of Directors
or
any
committee thereof may be taken without a meeting if all members of
the Board
or the committee consent in writing to the adoption of a
resolution
authorizing the action. The resolution and the written consent
thereto
by the members of the Board or committee shall be filed with the
minutes
of the proceedings of the Board or committee.
17 Meetings of the
Board
17.1 An
annual meeting of the Board of Directors shall be held in each year
directly
after the annual meeting of shareholders. Regular meetings of the
Board
shall be held at such times as may be fixed by the Board. Special
meetings
of the Board may be held at any time upon the call of the
President
or any two directors.
17.2 Meetings
of the Board of Directors shall be held at such places as may be
fixed by
the Board for annual and regular meetings and in the notice of
meeting
for special meetings. If no place is so fixed, meetings of the
Board
shall be held at the principal office of the Corporation. Anyone or
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more
members of the Board of Directors may participate in meetings by
means of
a conference telephone or similar communications equipment.
17.3 No
notice need be given of annual or regular meetings of the Board of
Directors.
Notice of each special meeting of the Board shall be given to
each
director either by mail not later than noon, pacific time, on the
third
day prior
to the meeting or by telegram, written message or orally not later
than
noon, pacific time, on the day prior to the meeting. Notices are
deemed to
have been properly given if given: by mail, when deposited in
the
United States mail; by telegram at the time of filing; or by
messenger
at the
time of delivery. Notices by mail, telegram or messenger shall be
sent to
each director at the address designated by him for that purpose,
or,
if none
has been so designated, at his last known residence or business
address.
17.4 Notice
of a meeting of the Board of Directors need not be given to any
director
who submits a signed waiver of notice whether before or after the
meeting,
or who attends the meeting without protesting, prior thereto or at
its
commencement, the lack of notice to any director.
17.5 A
notice, or waiver of notice, need not specify the purpose of any
meeting
of the
Board of Directors.
17.6 A
majority of the directors present, whether or not a quorum is
present,
may
adjourn any meeting to another time and place. Notice of any
adjournment
of a meeting to another time or place shall be given, in the
manner
described above, to the directors who were not present at the time
of the
adjournment and, unless such time and place are announced at the
meeting,
to the other directors.
18 Resignations
18.1 Any
director of the Corporation may resign at any time by giving
written
notice to
the Board of Directors or to the President or to the Secretary of
the
Corporation. Such resignation shall take effect at the time
specified
therein;
and unless otherwise specified therein the acceptance of such
resignation
shall not be necessary to make it effective.
19 Removal of
Directors
19.1 Anyone
or more of the directors may be removed for cause by action of
the Board
of Directors. Any or all of the directors may be removed with
or
without cause by vote of the shareholders.
20 Newly Created Directorships and
Vacancies
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20.1 Newly
created directorships resulting from an increase in the number of
directors
and vacancies occurring in the Board of Directors for any reason
except
the removal of directors by shareholders may be filled by vote of a
majority
of the directors then in office, although less than a quorum
exists.
Vacancies
occurring as a result of the removal of directors by shareholders
shall be
filled by the shareholder. A director elected to fill a vacancy
shall
be
elected to hold office for the unexpired term of his predecessor.
21 Executive and Other Committees of
Directors
21.1 The
Board of Directors, by resolution adopted by a majority of the
entire
Board,
may designate from among its members an executive committee
and other
committees each consisting of three or more directors and each
of which,
to the extent provided in the resolution, shall have all the
authority
of the Board, except that no such committee shall have authority
as to the
following matters: (a) the submission to shareholders of any
action
that needs shareholders' approval; (b) the filling of vacancies in
the
Board or
in any committee; (c) the fixing of compensation of the directors
for
serving on the Board or on any committee; (d) the amendment or
repeal of
the bylaws, or the adoption of new bylaws; (e) the amendment or
repeal of
any resolution of the Board which, by its term, shall not be so
amendable
or repealable; or (f) the removal or indemnification of directors.
21.2 The
Board of Directors may designate one or more directors as alternate
members
of any such committee, who may replace any absent member or
members
at any meeting of such committee.
21.3 Unless
a greater proportion is required by the resolution designating a
committee,
a majority of the entire authorized number of members of such
committee
shall constitute a quorum for the transaction of business, and
the vote
of a majority of the members present at a meeting at the time of
such
vote, if a quorum is then present, shall be the act of such
committee.
21.4 Each
such committee shall serve at the pleasure of the Board of
Directors.
22 Compensation of
Directors
22.1 The
Board of Directors shall have authority to fix the compensation of
directors
for services in any capacity.
23 Interest of Directors in a
Transaction
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23.1 Unless
shown to be unfair and unreasonable as to the Corporation, no
contract
or other transaction between the Corporation and one or more of
its
directors, or between the Corporation and any other corporation,
firm,
association
or other entity in which one or more of the directors are
directors
or officers, or are financially interested, shall be either void or
voidable,
irrespective of whether such interested director or directors are
present
at a meeting of the Board of Directors, or of a committee thereof,
which
authorizes such contract or transaction and irrespective of whether
his or
their votes are counted for such purpose. In the absence of fraud
any such
contract and transaction conclusively may be authorized or
approved
as fair and reasonable by: (a) the Board of Directors or a duly
empowered
committee thereof, by a vote sufficient for such purpose
without
counting the vote or votes of such interested director or directors
(although
such interested director or directors may be counted in
determining
the presence of a quorum at the meeting which authorizes
such
contract or transaction), if the fact of such common directorship,
officership
or financial interest is disclosed or known to the Board or
committee,
as the case may be; or (b) the shareholders entitled to vote for
the
election of directors, if such common directorship, officership or
financial
interest is disclosed or known to such shareholders.
23.2 Notwithstanding
the foregoing, no loan, except advances in connection
with
indemnification, shall be made by the Corporation to any director
unless it
is authorized by vote of the shareholders without counting any
shares of
the director who would be the borrower or unless the director
who would
be the borrower is the sole shareholder of the Corporation.
ARTICLE
III: OFFICERS
24 Election of
Officers
24.1 The
Board of Directors, as soon as may be practicable after the annual
election
of directors, shall elect a President, a Secretary, and a
Treasurer,
and from
time to time may elect or appoint such other officers as it may
determine.
Any two or more offices may be held by the same person. The
Board of
Directors may also elect one or more Vice Presidents, Assistant
Secretaries
and Assistant Treasurers.
25 Other Officers
25.1 The
Board of Directors may appoint such other officers and agents as it
shall
deem necessary who shall hold their offices for such terms and
shall
exercise
such powers and perform such duties as shall be determined from
time to
time by the Board.
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26 Compensation
26.1 The
salaries of all officers and agents of the Corporation shall be fixed
by
the Board
of Directors.
27 Term of Office and
Removal
27.1 Each
officer shall hold office for the term for which he is elected or
appointed,
and until his successor has been elected or appointed and
qualified.
Unless otherwise provided in the resolution of the Board of
Directors
electing or appointing an officer, his term of office shall extend
to and
expire at the meeting of the Board following the next annual
meeting
of shareholders. Any officer may be removed by the Board with
or
without cause, at any time. Removal of an officer without cause
shall
be
without prejudice to his contract rights, if any, and the election
or
appointment
of an officer shall not of itself create contract rights.
28 President
28.1 The
President shall be the chief executive officer of the Corporation,
shall
have
general and active management of the business of the Corporation
and shall
see that all orders and resolutions of the Board of Directors are
carried
into effect. The President shall also preside at all meetings of
the
shareholders
and the Board of Directors.
28.2 The
President shall execute bonds, mortgages and other contracts
requiring
a seal, under the seal of the Corporation, except where required
or
permitted by law to be otherwise signed and executed and except
where
the
signing and execution thereof shall be expressly delegated by the
Board of
Directors to some other officer or agent of the Corporation.
29 Vice Presidents
29.1 The
Vice Presidents, in the order designated by the Board of Directors,
or
in the
absence of any designation, then in the order of their election,
during
the absence or disability of or refusal to act by the President,
shall
perform
the duties and exercise the powers of the President and shall
perform
such other duties as the Board of Directors shall prescribe.
30 Secretary and Assistant
Secretaries
30.1 The
Secretary shall attend all meetings of the Board of Directors and
all
meetings
of the shareholders and record all the proceedings of the
meetings
of the Corporation and of the Board of Directors in a book to be
kept for
that purpose, and shall perform like duties for the standing
committees
when required. The Secretary shall give or cause to be given,
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notice of
all meetings of the shareholders and special meetings of the
Board of
Directors, and shall perform such other duties as may be
prescribed
by the Board of Directors or President, under whose
supervision
the Secretary shall be. The Secretary shall have custody of the
corporate
seal of the Corporation and the Secretary, or an Assistant
Secretary,
shall have authority to affix the same to any instrument
requiring
it and when so affixed, it may be attested by the Secretary's
signature
or by the signature of such Assistant Secretary. The Board of
Directors
may give general authority to any other officer to affix the seal
of the
Corporation and to attest the affixing by his signature.
30.2 The
Assistant Secretary, or if there be more than one, the Assistant
Secretaries
in the order designated by the Board of Directors, or in the
absence
of such designation then in the order of their election, in the
absence
of the Secretary or in the event of the Secretary's inability or
refusal
to act, shall perform the duties and exercise the powers of the
Secretary
and shall perform such other duties and have such other powers
as the
Board of Directors may from time to time prescribe.
31 Treasurer and Assistant
Treasurers
31.1 The
Treasurer shall have the custody of the corporate funds and
securities;
shall
keep full and accurate accounts of receipts and disbursements in
books
belonging to the Corporation; and shall deposit all moneys and
other
valuable effects in the name and to the credit of the Corporation
in
such
depositories as may be designated by the Board of Directors.
31.2 The
Treasurer shall disburse the funds as may be ordered by the Board
of
Directors,
taking proper vouchers for such disbursements, and shall render
to the
President and the Board of Directors, at its regular meetings, or
when the
Board of Directors so requires, an account of all his transactions
as
Treasurer and of the financial condition of the Corporation.
31.3 If
required by the Board of Directors, the Treasurer shall give the
Corporation
a bond in such sum and with such surety or sureties as shall
be
satisfactory to the Board of Directors for the faithful performance of
the
duties of
the office of Treasurer, and for the restoration to the
Corporation,
in the
case of the Treasurer's death, resignation, retirement or removal
from
office, of all books, papers, vouchers, money and other property of
whatever
kind in the possession or under the control of the Treasurer
belonging
to the Corporation.
31.4 The
Assistant Treasurer, or if there shall be more than one, the
Assistant
Treasurers
in the order designated by the Board of Directors, or in the
absence
of such designation, then in the order of their election, in the
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absence
of the Treasurer or in the event of the Treasurer's inability or
refusal
to act, shall perform the duties and exercise the powers of the
Treasurer
and shall perform such other duties and have such other powers
as the
Board of Directors may from time to time prescribe.
32 Books and Records
32.1 The
Corporation shall keep: (a) correct and complete books and records
of
account; (b) minutes of the proceedings of the shareholders, Board
of
Directors
and any committees of directors; and (c) a current list of the
directors
and officers and their residence addresses. The Corporation shall
also keep
at its office in the State of California or at the office of its
transfer
agent or registrar, if any, a record containing the names and
addresses
of all shareholders, the number and class of shares held by each
and the
dates when they respectively became the owners of record thereof.
32.2 The
Board of Directors may determine whether and to what extent and at
what
times and places and under what conditions and regulations any
accounts,
books, records or other documents of the Corporation shall be
open to
inspection, and no creditor, security holder or other person shall
have any
right to inspect any accounts, books, records or other documents
of the
Corporation except as conferred by statute or as so authorized by
the
Board.
33 Checks, Notes,
etc.
33.1 All
checks and drafts on, and withdrawals from the Corporation's
accounts
with
banks or other financial institutions, and all bills of exchange,
notes
and other
instruments for the payment of money, drawn, made, endorsed,
or
accepted by the Corporation, shall be signed on its behalf by the
person
or
persons thereunto authorized by, or pursuant to resolution of, the
Board
of
Directors.
ARTICLE
IV: CERTIFICATES AND TRANSFERS OF SHARES
34 Forms of Share
Certificates
34.1 The
share of the Corporation shall be represented by certificates, in
such
forms as
the Board of Directors may prescribe, signed by the President or
a Vice
President and the Secretary or an Assistant Secretary or the
Treasurer
or an Assistant Treasurer. The shares may be sealed with the
seal of
the Corporation or a facsimile thereof. The signatures of the
officers
upon a
certificate may be facsimiles if the certificate is countersigned
by a
transfer agent or registered by a registrar other than the
Corporation
or its
employee. In case any officer who has signed or whose facsimile
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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
issue.
34.2 Each
certificate representing shares issued by the Corporation shall set
forth
upon the face or back of the certificate, or shall state that the
Corporation
will furnish to any shareholder upon request and without
charge, a
full statement of the designation, relative rights, preferences and
limitations
of the shares of each class of shares, if more than one,
authorized
to be issued and the designation, relative rights, preferences
and
limitations of each series of any class of preferred shares authorized
to
be issued
so far as the same have been fixed, and the authority of the
Board of
Directors to designate and fix the relative rights, preferences and
limitations
of other series.
34.3 Each
certificate representing shares shall state upon the face thereof:
(a)
that the
Corporation is formed under the laws of the State of California;
(b) the
name of the person or persons to whom issued; and (c) the number
and class
of shares, and the designation of the series, if any, which such
certificate
represents.
35 Transfers of
Shares
35.1
Shares of the Corporation shall be transferable on the record of
shareholders
upon presentment to the Corporation of a transfer agent of a
certificate
or certificates representing the shares requested to be
transferred,
with proper endorsement on the certificate or on a separate
accompanying
document, together with such evidence of the payment of
transfer
taxes and compliance with other provisions of law as the
Corporation
or its transfer agent may require.
36 Lost, Stolen or Destroyed Share
Certificates
36.1 No
certificate for shares of the Corporation shall be issued in place of
any
certificate
alleged to have been lost, destroyed or wrongfully taken,
except,
if and to the extent required by the Board of Directors upon: (a)
production
of evidence of loss, destruction or wrongful taking; (b)
delivery
of a bond indemnifying the Corporation and its agents against any
claim
that may be made against it or them on account of the alleged loss,
destruction
or wrongful taking of the replaced certificate or the issuance of
the new
certificate; (c) payment of the expenses of the Corporation and its
agents
incurred in connection with the issuance of the new certificate;
and
(d)
compliance with other such reasonable requirements as may be
imposed.
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ARTICLE
V: OTHER MATTERS
37 Corporate Seal
37.1 The
Board of Directors may adopt a corporate seal, alter such seal at
pleasure,
and authorize it to be used by causing it or a facsimile to be
affixed
or impressed or reproduced in any other manner.
38 Fiscal Year
38.1 The
fiscal year of the Corporation shall be the twelve months ending
December
31st, or such other period as may be fixed by the Board of
Directors.
39 Amendments
39.1 Bylaws
of the Corporation may be adopted, amended or repealed by vote
of the
holders of the shares at the time entitled to vote in the election
of
any
directors. Bylaws may also be adopted, amended or repealed by the
Board of
Directors, but any bylaws adopted by the Board may be amended
or
repealed by the shareholders entitled to vote thereon as herein
above
provided.
39.2 If
any bylaw regulating an impending election of directors is adopted,
amended
or repealed by the Board of Directors, there shall be set forth in
the
notice of the next meeting of shareholders for the election of
directors
the bylaw
so adopted, amended or repealed, together with a concise
statement
of the changes made.
IN WITNESS WHEREOF, the
Initial Directors have ratified these Bylaws of Active Health Foods, Inc. on the
10thday of January,2008.
ACTIVE HEALTH FOODS,
INC.
By:
_____________________ By:
______________________
Printed
Name: Gregory
Manos Printed
Name: Gregory Manos
President
Secretary
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