Attached files
file | filename |
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S-1 - ARTISON - S-1 - Artison Investments, Ltd. | artison_s-1.htm |
EX-3.A - ARTISON - ARTICLES OF INCORPORATION - Artison Investments, Ltd. | artison_articles.htm |
EX-99.B - ARTISON - S-1 - SUBSCRIPTION AGREEMENT - Artison Investments, Ltd. | artison_subagreement.htm |
EX-14 - ARTISON - CODE OF ETHICS - Artison Investments, Ltd. | artison_codeofethics.htm |
EX-23.B - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artison_auditorconsent.htm |
EX-23.A - ARTISON - S-1 - ATTORNEY CONSENT - Artison Investments, Ltd. | artison_attorneyconsent.htm |
EX-99.A - ARTISON - S-1 - ESCROW AGREEMENT - Artison Investments, Ltd. | artison_escrowagreement.htm |
EX-15.1 - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artisoon_auditorconsent.htm |
EX-5.A - ARTISON - S-1 - ATTORNEY OPINION - Artison Investments, Ltd. | artison_attorneyopinion.htm |
By-Laws
OF
ARTISON
INVESTMENTS, LTD.
ARTICLE
I
STOCKHOLDERS
Section
1.01 Annual
Meeting. The annual
meeting of the stockholders of the corporation shall be held on such date and at
such time as designated from time to time for the purpose or electing directors
of the corporation and to transact all business as may properly come before the
meeting. If the election of the directors is not held on the day
designated herein for any annual meeting of the stockholders, or at any
adjournment thereof, the president shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as is
convenient.
Section
1.02 Special
Meeting. Special meetings
of the stockholders may be called by the president or the Board of Directors and
shall be called by the president at the written request of the holders of not
less than 50% of the issued and outstanding voting shares of the capital stock
of the corporation. All business lawfully to be transacted by the
stockholders may be transacted at any special meeting or at any adjournment
thereof. However, no business shall be acted upon at a special
meeting except that referred to in the notice calling the meeting, unless all of
the outstanding capital stock of the corporation is represented either in person
or in proxy. Where all of the capital stock is represented, any
lawful business may be transacted and the meeting shall be valid for all
purposes.
Section
1.03 Place of
Meetings. Any meeting of
the stockholders of the corporation may be held at its principal office in the
State of Nevada or at such other place in or out of the United States as the
Board of Directors may designate. A waiver of notice signed by the
Stockholders entitled to vote may designate any place for the holding of the
meeting.
Section
1.04 Notice of
Meetings.
(a) The
secretary shall sign and deliver to all stockholders of record written or
printed notice of any meeting at least ten (10) days, but not more than sixty
(60) days, before the date of such meeting; which notice shall state the place,
date, and time of the meeting, the general nature of the business to be
transacted, and, in the case of any meeting at which directors are to be
elected, the names of the nominees, if any, to be presented for
election.
(b) In
the case of any meeting, any proper business may be presented for action, except
the following items shall be valid only if the general nature of the proposal is
stated in the notice or written waiver of notice:
(1)
Action with respect to any contract or transaction between the corporation and
one or more of its directors or officers or another firm, association, or
corporation in which one of its directors or officers has a material financial
interest;
(2)
Adoption of amendments to the Articles of Incorporation;
(3)
Action with respect to the merger, consolidation, reorganization, partial or
complete liquidation, or dissolution of the corporation.
(c) The
notice shall be personally delivered or mailed by first class mail to each
stockholder of record at the last known address thereof, as the same appears on
the books of the corporation, and giving of such notice shall be deemed
delivered the date the same is deposited in the United State mail, postage
prepaid. If the address of any stockholders does not appear upon the
books of the corporation, it will be sufficient to address such notice to such
stockholder at the principal office of the corporation.
(d) The
written certificate of the person calling any meeting, duly sworn, setting forth
the substance of the notice, the time and place the notice was mailed or
personally delivered to the stockholders, and the addresses to which the notice
was mailed shall be prima facie evidence of the manner and the fact of giving
such notice.
Section
1.05 Waiver of
Notice. If all of the
stockholders of the corporation waive notice of a meeting, no notice shall be
required, and, whenever all stockholders shall meet in person or by proxy, such
meeting shall be valid for all purposes without call or notice, and at such
meeting any corporate action may be taken.
Section
1.06 Determination of
Stockholders of Record.
(a) The
Board of Directors may at any time fix a future date as a record date for the
determination of the stockholders entitled to notice of any meeting or to vote
or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
other lawful action. The record date so fixed shall not be more than
sixty (60) days nor less than ten (10) days prior to the date of such meeting
nor more than sixty (60) days nor less than ten (10) days prior to any other
action. When a record date is so fixed, only stockholders of record
on that date are entitled to notice of and to vote at the meeting or to receive
the dividend, distribution or allotment of rights, or to exercise their rights,
as the case may be, notwithstanding any transfer of any shares on the books of
the corporation after the record date.
(b) If no
record date is fixed by the Board of Directors, then (I) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is waived at the close
of business on the next day preceding the day on which the meeting is held; (ii)
the record date for action in writing without a meeting, when no prior action by
the Board of Directors is necessary, shall be the day on which the written
consent is given; and (iii) the record date for determining stockholders for any
other purpose shall be at the close of business on the day in which the Board of
Directors adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.
Section
1.07 Voting.
(a) Each
stockholder of record, or such stockholder's duly authorized proxy or
attorney-in-fact shall be entitled to one (1) vote for each share of voting
stock standing registered in such stockholder's name on the books of the
corporation on the record date.
(b)
Except as otherwise provided herein, all votes with respect to shares standing
in the name of an individual on that record date (including pledged shares)
shall be cast only by that individual or that individual's duly authorized proxy
or attorney-in-fact. With respect to shares held by a representative
of the estate of a deceased stockholder, guardian, conservator, custodian or
trustee, votes may be cast by such holder upon proof of capacity, even though
the shares do not stand in the name of such holder. In the case of
shares under the control of a receiver, the receiver may cast in the name of the
receiver provided that the order of the court of competent jurisdiction which
appoints the receiver contains the authority to cast votes carried by such
shares. If shares stand in the name of a minor, votes may be cast
only by the duly appointed guardian of the estate of such minor if such guardian
has provided the corporation with written notice and proof of such
appointment.
(c) With
respect to shares standing in the name of a corporation on the record date,
votes may be cast by such officer or agent as the bylaws of such corporation
prescribe or, in the absence of an applicable bylaw provision, by such person as
may be appointed by resolution of the Board of Directors of such
corporation. In the event that no person is appointed, such votes of
the corporation may be cast by any person (including the officer making the
authorization) authorized to do so by the Chairman of the Board of Directors,
President, or any Vice-President of such corporation.
(d)
Notwithstanding anything to the contrary herein contained, no votes may be cast
by shares owned by this corporation or its subsidiaries, if any. If
shares are held by this corporation or its subsidiaries, if any in a fiduciary
capacity, no votes shall be cast with respect thereto on any matter except to
the extent that the beneficial owner thereof possesses and exercises either a
right to vote or to give the corporation holding the same binding instructions
on how to vote.
(e) With
respect to shares standing in the name of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, husband
and wife as community property, tenants by the entirety, voting trustees,
persons entitled to vote under a stockholder voting agreement or otherwise and
shares held by two or more persons (including proxy holders) having the same
fiduciary relationship with respect to the same shares, votes may be cast in the
following manner:
(1) If
only one person votes, the vote of such person binds all.
(2) If
more than one person votes, the act of the majority so voting binds
all.
(3) If
more than one person votes, but the vote is evenly split on a particular matter,
the votes shall be deemed cast proportionately, as split.
(f) Any
holder of shares entitled to vote on any matter may cast a portion of the votes
in favor of such matter and refrain from casting the remaining votes or cast the
same against the proposal, except in the case in the election of
directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.
(g) If a
quorum is present, the affirmative vote of the holders of a majority of the
voting shares represented at the meeting and entitled to vote on the matter
shall be the act of the stockholders, unless a vote of greater number by classes
is required by the laws of the State of Nevada, the Articles of Incorporation or
these Bylaws.
Section
1.08 Quorum; Adjourned
Meetings.
(a) At
any meeting of the stockholders, a majority of the issued and outstanding voting
shares of the corporation represented in person or by proxy, shall constitute a
quorum.
(b) If
less than a majority of the issued and outstanding voting shares are
represented, a majority of shares so represented may adjourn from time to time
at the meeting, until holders of the amount of stock required to constitute a
quorum shall be in attendance. At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted as originally called. When a stockholder's meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced to the meeting to which the
adjournment is taken, unless the adjournment is for more than ten (10) days in
which event notice thereof shall be given.
Section
1.09 Proxies. At any meeting of
stockholders, any holder of shares entitled to vote may authorize another person
or persons to vote by proxy with respect to the shares held by an instrument in
writing and subscribed to by the holder of such shares entitled to
vote. No proxy shall be valid after the expiration of six (6) months
from or unless otherwise specified in the proxy. In no event shall
the term of a proxy exceed seven (7) years from the date of its
execution. Every proxy shall continue in full force and effect until
expiration or revocation. Revocation may be effected by filing an
instrument revoking the same or a duly executed proxy bearing a later date with
the secretary of the corporation.
Section
1.10 Order of
Business. At the annual
stockholder's meeting, the regular order of business shall be as
follows:
1. Determination
of stockholders present and existence of quorum;
2. Reading
and approval of the minutes of the previous meeting or meetings;
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3.
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Reports
of the Board of Directors, the president, treasurer and secretary of the
corporation, in the order named;
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4. Reports
of committees;
5. Election
of directors;
6. Unfinished
business;
7. New
business; and
8. Adjournment.
Section
1.11 Absentees'
Consent to Meetings. Transactions of
any meetings of the stockholders are valid as though had at a meeting duly held
after regular call and notice of a quorum is present, either in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present in person or by proxy (and those who, although present,
either object at the beginning of the meeting to the transaction of any business
because the meeting has not been lawfully called or convened or expressly object
at the meeting to consideration of matters not included in the notice which are
legally required to be included there), signs a written waiver of notice and/or
consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed
with the corporate records and made a part of the minutes of the
meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except that when the person objects at the
beginning of the meeting is not lawfully called or convened and except that
attendance at the meeting is not a waiver of any right to object to
consideration of matters not included in the notice is such objection is
expressly made at the beginning. Neither the business to be transacted at nor
the purpose of any regular or special meeting of stockholders need be specified
in any written waive of notice, except as otherwise provided in section 1.04(b)
of these bylaws.
Section
1.12 Action
Without Meeting. Any action,
except the election of directors, which may be taken by the vote of the
stockholders at a meeting, may be taken without a meeting if consented to by the
holders of a majority of the shares entitled to vote or such greater proportion
as may be required by the laws of the State of Nevada, the Articles of
Incorporation, or these Bylaws. Whenever action is taken by written
consent, a meeting of stockholders need not be called or noticed.
Section
1.13 Telephonic
Messages. Meeting of the
stockholders may be held through the use of conference telephone or similar
communications equipment as long as all members participating in such meeting
can hear one another at the time of such meeting. Participation in
such meeting constitutes presence in person at such meeting.
ARTICLE
II
DIRECTORS
Section
2.01 Number,
Tenure, and Qualification. Except as
otherwise provided herein, the Board of Directors of the corporation shall
consist of at least two (2) and no more than Seven (7) persons, who shall be
elected at the annual meeting of the stockholders of the corporation and who
shall hold office or one (1) year or until his or her successor or successors
are elected and qualify. If, at any time, the number of the
stockholders of the corporation is less than one hundred (100), the Board of
Directors may consist of one person. A director need not be a stockholder of the
corporation. At any time herein where it is specified that action
must be taken by two or more directors, such action need not require two or more
directors when the number of stockholders of the corporation number less than
one hundred and there is only one director.
Section
2.02 Resignation. Any director may
resign effective upon giving written notice to the Chairman of the Board of
Directors, the president or the secretary of the corporation, unless the notice
specified at a later time for effectiveness of such resignation. If
the Board of Directors accepts the resignation of a director tendered o take
effect at a future date, the Board of Directors or the stockholders may elect a
successor to take office when the resignation becomes effective.
Section
2.03 Change in
Number. Subject to the
limitations of the laws of the State of Nevada, the Articles of Incorporation or
Section 2.01 of these Bylaws, the number of directors may be changed from time
to time by resolution adopted by the Board of Directors.
Section
2.04 Reduction
in Number. No reduction of
the number of directors shall have the effect of removing any director prior to
the expiration of his term of office.
Section
2.05 Removal.
(a) The
Board of Directors of the corporation, by majority vote, may declare vacant the
office of a director who has been declared incompetent by an order of a court of
competent jurisdiction or convicted of a felony.
(b) Any
director may be removed from office, with or without cause, by the vote or
written consent of stockholders representing not less than fifty percent of the
issued and outstanding voting capital stock of the corporation.
Section
2.06 Vacancies.
(a) A
vacancy in the Board of Directors because of death, resignation, removal, change
in the number of directors, or otherwise may be filled by the stockholders at
any regular or special meeting or any adjourned meeting thereof (but not by
written consent) or the remaining director(s) of the affirmative vote of a
majority thereof. Each successor so elected shall hold office until
the next annual meeting of stockholders or until a successor shall have been
duly elected and qualified.
(b) If,
after the filling of any vacancy by the directors, the directors then in office
who have been elected by the stockholders shall constitute less than a majority
of the directors then in office, any holder or holders of an aggregate of five
percent (5%) or more of the total number of shares entitled to vote may call a
special meeting of the stockholders to be held to elect the entire Board of
Directors. The term of office of any director shall terminate upon the election
of a successor.
Section
2.07 Regular
Meetings. Immediately
following the adjournment of, and at the same place as, the annual meeting of
the stockholders, the Board of Directors, including directors newly elected,
shall hold its annual meeting without notice other than the provision to elect
officers of the corporation and to transact such further business as may be
necessary or appropriate. The Board of Directors may provide by
resolution the place, date, and hour for holding additional regular
meetings.
Section
2.08 Special
Meetings. Special meeting
of the Board of Directors may be called by the Chairman and shall be called by
the Chairman upon request of any two (2) directors or the president of the
corporation.
Section
2.09 Place of
Meetings. Any
meeting of the directors of the corporation may be held at the corporation's
principal office in the State of Nevada or at such other place in or out of the
United States as the Board of Directors may designate. A waiver of
notice signed by the directors may designate any place for holding of such
meeting.
Section
2.10 Notice of
Meetings. Except as
otherwise provided in Section 2.07, the Chairman shall deliver to all directors
written or printed notice of any special meeting, at least 48 hours before the
time of such meeting, by delivery of such notice personally or mailing such
notice first class mail or by telegram. If mailed, the notice shall
be deemed delivered two (2) business days following the date the same is
deposited in the United States mail, postage prepaid. Any director
may waive notice o such a meeting, and the attendance of a director at such a
meeting shall constitute a waiver of notice of such meeting, unless such
attendance is for the express purpose of objecting to the transaction of
business thereat because the meeting is not properly called or
convened.
Section
2.11 Quorum; adjourned
Meetings.
(a) A
majority of the Board of Directors in office shall constitute a
quorum.
(b) At
any meeting of the Board of Directors where a quorum is present, a majority of
those present may adjourn, from time to time, until a quorum is present, and no
notice of such adjournment shall be required. At any adjourned
meeting where a quorum is present, any business may be transacted which could
have been transacted at the meeting originally called.
Section
2.12 Action
without Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting if a written consent
thereto is signed by all of the members of the Board of Directors or of such
committee. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board of Directors or
committee. Such action by written consent shall have the same force
and effect as the unanimous vote of the Board of Directors or
committee.
Section
2.13 Telephonic
Meetings. Meetings of the
Board of Directors may be held through the use of a conference telephone or
similar communications equipment so long as all members participating in such
meeting can hear one another at the time of such meeting. Participation in such
a meeting constitutes presence in person at such meeting. Each person
participating in the meeting shall sign the minutes thereof, which may be in
counterparts.
Section
2.14 Board
Decisions. The affirmative
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section
2.15 Powers and
Duties.
(a)
Except as otherwise provided in the Articles of Incorporation or the laws of the
State of Nevada, the Board of Directors is invested with complete and
unrestrained authority to manage the affairs of the corporation, and is
authorized to exercise for such purpose as the general agent of the corporation,
its entire corporate authority in such a manner as it sees fit. The
Board of Directors may delegate any of its authority to manage, control or
conduct the current business of the corporation to any standing or special
committee or to any officer or agent and to appoint any persons to be agents of
the corporation with such powers including the power to subdelegate, and upon
such terms as my be deemed fit.
(b) The
Board of Directors shall present to the stockholders at annual meetings of the
stockholders, and when called for by a majority vote of the stockholders at a
special meeting of the stockholders, a full and clear statement of the condition
of the corporation, and shall, at request, furnish each of the stockholders with
a true copy thereof.
(c) The
Board of Directors, in its discretion, may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or any
special meeting properly called for the purpose of considering any such contract
or act, provide a quorum is preset. The contract or act shall be
valid and binding upon the corporation and upon all stockholders thereof, if
approved and ratified by the affirmative vote of a majority of the stockholders
at such meeting.
(d) The Board of Directors may ratify a
“Related Transaction” by a majority vote of the disinterested directors that are
voting at any Special or Regularly scheduled board meeting. A Related
Transaction is defined as a material agreement, contract, or other transaction
between a current officer, director, or shareholder of the Corporation and the
Corporation itself. Additionally, under no circumstances may the
Related Transaction that is ratified be on less favorable terms to the Company
that it would have it been negotiated with an unrelated third
party.
Section
2.16 Compensation. The directors
shall be allowed and paid all necessary expenses incurred in attending any
meetings of the Board of Directors, and shall be entitle to receive such
compensation for their services as directors as shall be determined form time to
time by the Board of Directors of any committee thereof.
Section
2.17 Board of
Directors.
(a) At
its annual meeting, the Board of Directors shall elect, from among its members,
a Chairman to preside at meetings of the Board of Directors. The
Board of Directors may also elect such other board officers as it may, from time
to time, determine advisable.
(b) Any
vacancy in any board office because of death, resignation, removal or otherwise
may be filled be the Board of Directors for the unexpired portion of the term of
such office.
Section
2.18 Order of
Business. The order of
business at any meeting of the Board of Directors shall be as
follows:
1. Determination
of members present and existence of quorum;
2. Reading
and approval of minutes of any previous meeting or meetings;
3. Reports
of officers and committeemen;
4. Election
of officers (annual meeting);
5. Unfinished
business;
6. New
business; and
7. Adjournment.
ARTICLE
III
OFFICERS
Section
3.01 Election. The Board of
Directors, at its first meeting following the annual meeting of shareholders,
shall elect a President, a Secretary and a Treasurer to hold office for a term
of one (1) year and until their successors are elected and
qualified. Any person may hold two or more offices. The
Board of Directors may, from time to time, by resolution, appoint one or more
Vice-Presidents, Assistant Secretaries, Assistant Treasurers and transfer agents
of the corporation, as it may deem advisable; prescribe their duties; and fix
their compensation. The Board of Directors specifically grants and
delegates to the President the authority to appoint a general
manager.
Section
3.02 Removal;
Resignation. Any
officer or agent elected or appointed by the Board of Directors may be removed
by it with or without cause. Any officer may resign at any time upon
written notice to the corporation without prejudice to the rights, if any, of
the corporation under contract to which the resigning officer is a
party.
Section
3.03 Vacancies. Any vacancy in
any office because of death, resignation, removal or otherwise may be filled by
the Board of Directors for the unexpired term or such office.
Section
3.04 CEO. The CEO shall be
deemed the executive officer and general manager of the corporation, unless the
President otherwise appoints a general manager pursuant to Section 3.01 above,
subject to the supervision and control of the Board of Directors, and shall
direct the corporate affairs, with full power to execute all resolutions and
orders of the Board of Directors not especially entrusted to some other officer
of the corporation. The CEO shall preside at all meetings of the
stockholders and shall perform such other duties as shall be prescribed by the
Board of Directors.
Unless
otherwise ordered by the Board of Directors, the CEO shall have the full power
and authority on behalf of the corporation to attend and to act and to vote at
meetings of the stockholders of any corporation in which the corporation may
hold stock and, at such meetings, shall possess and may exercise any and all
rights and powers incident to the ownership of such stock. The Board
of Directors, by resolution from time to time, may confer like powers on an
person or persons in place of the CEO to represent the corporation for these
purposes.
Section
3.05 Vice
CEO. The Board of
Directors may elect one or more Vice CEOs who shall be vested with all the
powers and perform all the duties of the CEO whenever the CEO is absent or
unable to act, including the signing of the certificates of stock issued by the
corporation, and the Vice CEO shall perform such other duties as shall be
prescribed by the Board of Directors.
Section
3.06 Secretary. The Secretary
shall keep the minutes of all meetings of the stockholders and the Board of
Directors in books provide for that purpose. The secretary shall
attend to the giving and service of all notices of the corporation, may sign
with the CEO in the name of the corporation all contracts authorized by the
Board of Directors or appropriate committee, shall have the custody of the
corporate seal, shall affix the corporate seal to all certificates of stock duly
issued by the corporation, shall have charge of stock certificate books,
transfer books and stock ledgers, and such other books and papers as the Board
of Directors or appropriate committee may direct, and shall, in general, perform
all duties incident to the office of the Secretary. All corporate
books kept by the Secretary shall be open for examination by any director at any
reasonable time.
Section
3.07 Assistant
Secretary. The Board of
Directors may appoint an Assistant Secretary who shall have such powers and
perform such duties as may be prescribed for him by the Secretary of the
corporation or by the Board of Directors.
Section
3.08 Treasurer. The Treasurer
shall be the chief financial officer of the corporation, subject to the
supervision and control of the Board of Directors, and shall have custody of all
the funds and securities of the corporation. When necessary or
proper, the Treasurer shall endorse on behalf of the corporation for collection
checks, notes, and other obligations, and shall deposit all moneys to the credit
of the corporation in such bank or banks or other depository as the Board of
Directors may designate, and shall sign all receipts and vouchers for payments
by the corporation. Unless otherwise specified by the Board of
Directors, the Treasurer shall sign with the CEO all bills of exchange and
promissory notes of the corporation, shall also have the care and custody of the
stocks, bonds, certificates, vouchers, evidence of debts, securities, and such
other property belonging to the corporation as the Board of Directors shall
designate, and shall sign all papers required by law, by these Bylaws, or by the
Board of Directors to be signed by the Treasurer. The Treasurer shall
enter regularly in the books of the corporation, to be kept for that purpose,
full and accurate accounts of all moneys received and paid on account of the
corporation and, whenever required by the Board of Directors, the Treasurer
shall render a statement of any or all accounts. The Treasurer shall
at all reasonable times exhibit the books of account to any directors of the
corporation and shall perform all acts incident to the position of the Treasurer
subject to the control of the Board of Directors.
The
Treasurer shall, if required by the Board of Directors, give bond to the
corporation in such sum and with such security as shall be approved by the Board
of Directors for the faithful performance of all the duties of Treasurer and for
restoration to the corporation, in the event of the Treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The
expense of such bond shall be borne by the corporation.
Section
3.09. Assistant
Treasurer. The Board of
Directors may appoint an Assistant Treasurer who shall have such powers and
perform such duties as may be prescribed by the Treasurer of the corporation or
by the Board of Directors, and the Board of Directors may require the Assistant
Treasurer to give a bond to the corporation in such sum and with such security
as it may approve, for the faithful performance of the duties of Assistant
Treasurer, and for restoration to the corporation, in the event of the Assistant
Treasurer's death, resignation, retirement or removal from office, of all books,
records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the
corporation.
ARTICLE
IV
CAPITAL
STOCK
Section
4.01 Issuance. Shares of capital
stock of the corporation shall be issued in such manner and at such times and
upon such conditions as shall be prescribed by the Board of Directors.
Additionally, the Board of Directors of the corporation may not cause a reverse
split of the outstanding common stock of the corporation without an affirmative
vote of the holders of 50% of the capital stock of the corporation entitled to
vote or by the consent of the stockholders in accordance with Section 1.12 of
these Bylaws. The corporation may not issue capital stock of the corporation
which exceeds 10% of the issued and outstanding common stock of the Corporation
in a six month period without an affirmative vote of the holders of 50% of the
capital stock of the corporation entitled to vote or by the consent of the
stockholders in accordance with Section 1.12 of these Bylaws.
Section
4.02 Certificates. Ownership in the
corporation shall be evidenced by certificates for shares of the stock in such
form as shall be prescribed by the Board of Directors, shall be under the seal
of the corporation and shall be signed by the CEO or a Vice-CEO and also by the
Secretary or an Assistant Secretary. Each certificate shall contain
the then name of the record holder, the number, designation, if any, class or
series of shares represented, a statement of summary of any applicable rights,
preferences, privileges or restrictions thereon, and a statement that the shares
are assessable, if applicable. All certificates shall be
consecutively numbered. The name, address and federal tax
identification number of the stockholder, the number of shares, and the date of
issue shall be entered on the stock transfer books of the
corporation.
Section
4.03 Surrender;
Lost or Destroyed Certificates. All certificates
surrendered to the corporation, except those representing shares of treasury
stock, shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefor. However, any stockholder applying for the issuance
of a stock certificate in lieu of one alleged to have been lost, stolen,
destroyed or mutilated shall, prior to the issuance of a replacement, provide
the corporation with his, her or its affidavit of the facts surrounding the
loss, theft, destruction or mutilation and if required by the Board of
Directors, an indemnity bond in any amount and upon such terms as the Treasurer,
or the Board of Directors, shall require. In no case shall the bond
be in an amount less than twice the current market value of the stock and it
shall indemnify the corporation against any loss, damage, cost or inconvenience
arising as a consequence of the issuance of a replacement
certificate.
Section
4.04 Replacement
Certificate. When the Articles
of Incorporation are amended in any way affecting the statements contained in
the certificates for outstanding shares of capital stock of the corporation or
it becomes desirable for any reason, including, without limitation, the merger
or consolidation of the corporation with another corporation or the
reorganization of the corporation, to cancel any outstanding certificate for
shares and issue a new certificate for shares, the corporation shall issue an
order for stockholders of record, to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of
Directors. The order may provide that a holder of any certificate (s)
ordered to be surrendered shall not be entitled to vote, receive dividends or
exercise any other rights of stockholders until the holder has complied with the
order, provided that such order operates to suspend such rights only after
notice and until compliance.
Section
4.05 Transfer
of Shares. No transfer of
stock shall be valid as against the corporation except on surrender and
cancellation of the certificates therefor accompanied by an assignment or
transfer by the registered owner made either in person or under
assignment. Whenever any transfer shall be expressly made for
collateral security and not absolutely, the collateral nature of the transfer
shall be reflected in the entry of transfer on the books of the
corporation.
Section
4.06 Transfer
Agent. The Board of
Directors may appoint one or more transfer agents and registrars of transfer and
may require all certificates for shares of stock to bear the signature of such
transfer agent and such registrar of transfer.
Section
4.07 Stock
Transfer Books. The stock
transfer books shall be closed for a period of at least ten (10) days prior to
all meetings of the stockholders and shall be closed for the payment of
dividends as provided in Article V hereof and during such periods as, from time
to time, may be fixed by the Board of Directors, and, during such periods, no
stock shall be transferable.
Section
4.08 Miscellaneous. The Board of
Directors shall have the power and authority to make such rules and regulations
not inconsistent herewith as it may deem expedient concerning the issue,
transfer, and registration of certificates for shares of the capital stock of
the corporation.
ARTICLE
V
DIVIDENDS
Section
5.01 Dividends. Dividends may be
declared, subject to the provisions of the laws of the State of Nevada and the
Articles of Incorporation, by the Board of Directors at any regular or special
meeting and may be paid in cash, property, shares of the corporation stock, or
any other medium. The Board of Directors may fix in advance a record
date, as provided in Section 1.06 of these Bylaws, prior to the dividend payment
for purpose of determining stockholders entitled to receive payment of any
dividend. The Board of Directors may close the stock transfer books
for such purpose for a period of not more than ten (10) days prior to the
payment date of such dividend.
ARTICLE
VI
OFFICES;
RECORDS, REPORTS; SEAL AND FINANCIAL MATTERS
Section
6.01 Principal
Office. The principal
office of the corporation shall be as directed by the Board of Directors and The
Board of Directors may from time to time, by resolution, change the location of
the principal office. The corporation may also maintain an office or
offices at such other place or places, either within or without the State of
Nevada, as may be resolved, from time to time, by the Board of
Directors.
Section
6.02 Records. The stock
transfer books and a certified copy of the Bylaws, Articles of Incorporation,
any amendments thereto, and the minutes of the proceedings of stockholders, the
Board of Directors, and Committees of the Board of Directors shall be kept at
the principal office of the corporation for the inspection of all who have the
right to see the same and for the transfer of stock. All other books
of the corporation shall be kept at such places as may be prescribed by the
Board of Directors.
Section
6.03 Financial
Report on Request. Any stockholder
or stockholders holding at least five percent (5%) of the outstanding shares of
any class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month or nine (9) month period of
the current fiscal year ended more than thirty (30) days prior to the date of
the request and a balance sheet of the corporation as of the end of such
period. In addition, if no annual report of the last fiscal year has
been sent to stockholders, such stockholder or stockholders may make a request
for a balance sheet as of the end of such fiscal year and an income statement
and statement of changes in financial position for such fiscal
year. The statements shall be delivered or mailed to the person
making the request within thirty (30) days thereafter. A copy of the
statements shall be kept on file in the principal office of the corporation for
twelve (12) months, and such copies shall be exhibited at all reasonable times
to any stockholder demanding an examination of them or a copy shall be mailed to
each stockholder. Upon request by any stockholder, there shall be
mailed to the stockholder a copy of the last annual, semiannual or quarterly
income statement which it has prepared and a balance sheet as of the end of the
period. The financial statements referred to in this Section 6.03
shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that such financial statements were prepared without
audit from the books and records of the corporation.
Section
6.04 Right of
Inspection.
(a) The
accounting and records and minutes of proceedings of the stockholders and the
Board of Directors shall be open to inspection upon the written demand of any
stockholder or holder of a voting trust certificate at any reasonable time
during usual business hours for a purpose reasonably related to such holder's
interest as a stockholder or as the holder of such voting trust
certificate. This right of inspection shall extend to the records of
the subsidiaries, if any, of the corporation. Such inspection may be
made in person or by agent or attorney, and the right of inspection includes the
right to copy and make extracts.
(b) Every
director shall have the absolute right at any reasonable time to inspect and
copy all books, records, and documents of every kind and to inspect the physical
properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
Section
6.05 Corporate
Seal. The Board
of Directors may, by resolution, authorize a seal, and the seal may be used by
causing it, or a facsimile, to be impressed or affixed or reproduced or
otherwise. Except when otherwise specifically provided herein, any
officer of the corporation shall have the authority to affix the seal to any
document requiring it.
Section
6.06 Fiscal
Year-End. The fiscal
year-end of the corporation shall be such date as may be fixed from time to time
by resolution by the Board of Directors.
Section
6.07 Reserves. The Board of
Directors may create, by resolution, out of the earned surplus of the
corporation such reserves as the directors may, from time to time, in their
discretion, think proper to provide for contingencies, or to equalize dividends
or to repair or maintain any property of the corporation, or for such other
purpose as the Board of Directors may deem beneficial to the corporation, and
the directors may modify or abolish any such reserves in the manner in which
they were created.
Section
6.08 Payments
to Officers or Directors. Any payments made
to an officer or director of the corporation, such as salary, commission, bonus,
interest, rent or entertainment expense, which shall be disallowed by the
Internal Revenue Service in whole or in part as a deductible expense by the
corporation, shall be reimbursed by such officer or director to the corporation
to the full extent of such disallowance. It shall be the duty of the
Board of Directors to enforce repayment of each such amount
disallowed. In lieu of direct reimbursement by such officer or
director, the Board of Directors may withhold future compensation to such
officer or director until the amount owed to the corporation has been
recovered.
ARTICLE
VII
INDEMNIFICATION
Section
7.01 In
General. Subject to
Section 7.02, the corporation shall indemnify any director, officer, employee or
agent of the corporation, or any person serving in any such capacity of any
other entity or enterprise at the request of the corporation, against any and
all legal expenses (including attorneys' fees), claims and/or liabilities
arising out of any action, suit or proceeding, except an action by or in the
right of the corporation.
Section
7.02 Lack of
Good Faith; Criminal Conduct. The corporation
may, by shall not be required to, indemnify any person where such person acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, where there was not reasonable cause to believe the conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order or 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 reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with respect to any
criminal action or proceeding, there was reasonable cause to believe that the
conduct was unlawful.
Section
7.03 Successful
Defense of Actions. The corporation
shall reimburse or otherwise indemnify any director, officer, employee, or agent
against legal expenses (including attorneys' fees) actually and reasonably
incurred in connection with defense of any action, suit, or proceeding herein
above referred to, to the extent such person is successful on the merits or
otherwise.
Section
7.04 Authorization. Indemnification
shall be made by the corporation only when authorized in the specific case and
upon a determination that indemnification is proper by:
(1) The
stockholders;
(2) A
majority vote of a quorum of the Board of Directors, consisting of directors who
were not parties to the action, suit, or proceeding; or
(3) Independent
legal counsel in a written opinion, if a quorum of disinterested directors so
orders or if a quorum of disinterested directors so orders or if a quorum of
disinterested directors cannot be obtained.
Section
7.05 Advancing
Expenses.
Expenses incurred in defending any action, suit, or proceeding may be
paid by the corporation in advance of the final disposition, when authorized by
the Board of Directors, upon receipt of an undertaking by or on behalf of the
person defending to repay such advances if indemnification is not ultimately
available under these provisions.
Section
7.06 Continuing
Indemnification. The
indemnification provided by these Bylaws shall continue as to a person who has
ceased to be director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a
person.
Section
7.07 Insurance. The corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation or who is or was
serving at the request of the corporation in any capacity against any liability
asserted.
ARTICLE
VIII
BYLAWS
Section
8.01 Amendment. These Bylaws may
be altered, amended or repealed at any regular meeting of the Board of Directors
without prior notice, or at any special meeting of the Board of Directors if
notice of such alteration, amendment or repeal be contained in the notice of
such alteration, amendment or repeal be contained in the notice of such special
meeting. These Bylaws may also be altered, amended, or repealed at a
meeting of the stockholders at which a quorum is present by the affirmative vote
of the holders of 50% of the capital stock of the corporation entitled to vote
or by the consent of the stockholders in accordance with Section 1.12 of these
Bylaws. The stockholders may provide by resolution that any Bylaw
provision repealed, amended, adopted or altered by them may not be repealed
amended, adopted or altered by the Board of Directors.
CERTIFICATION
I, the
undersigned, being the duly elected secretary of the corporation, do hereby
certify that the foregoing Bylaws were adopted by the
Board of Directors the 27th day
of April 2010.
/s/ Debopam
Mukherjee
Title: Secretary
Print
Name: Debopam Mukherjee
CORPORATE
SEAL
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