Attached files
EXHIBIT 3.2
BYLAWS
OF
Zen Raku Enterprises, Inc.
(a Colorado corporation)
As amended on December 20, 2010
TABLE OF CONTENTS
Page
ARTICLE I - OFFICES 5
1.1 Business Office 5
1.2 Registered Office 5
ARTICLE II - SHARES AND TRANSFER THEREOF 5
2.1 Regulation 5
2.2 Certificates for Shares 5
2.3 Cancellation of Certificates 5
2.4 Lost, Stolen or Destroyed Certificates 6
2.5 Transfer of Shares 6
2.6 Transfer Agent 6
2.7 Close of Transfer Book and Record Date 6
ARTICLE III - SHAREHOLDERS AND MEETINGS THEREOF 7
3.1 Shareholders of Record 7
3.2 Meetings 7
3.3 Annual Meetings 7
3.4 Special Meetings 7
3.5 Notice 8
3.6 Meeting of all Shareholders 8
3.7 Voting Record 8
3.8 Quorum 8
3.9 Manner of Acting 9
3.10 Proxies 9
3.11 Voting of Shares 9
3.12 Voting of Shares by Certain Holders 9
3.13 Informal Action by Shareholders 9
3.14 Voting by Ballot 10
3.15 Cumulative Voting 10
ARTICLE IV - DIRECTORS, POWERS AND MEETINGS 10
4.1 Board of Directors 10
4.2 Regular Meetings 10
4.3 Special Meetings 10
4.4 Notice 10
4.5 Participation by Electronic Means 11
4.6 Quorum and Manner of Acting 11
4.7 Organization 11
4.8 Presumption of Assent 11
4.9 Informal Action by Directors 11
4.10 Vacancies 11
4.11 Compensation 12
4.12 Removal of Directors 12
4.13 Resignations 12
4.14 General Powers 12
ARTICLE V - OFFICERS 12
5.1 Term and Compensation 12
5.2 Powers 13
5.3 Compensation 14
5.4 Delegation of Duties 14
5.5 Bonds 14
5.6 Removal 14
ARTICLE VI - FINANCE 14
6.1 Reserve 14
6.2 Banking 14
ARTICLE VII - DIVIDENDS 15
ARTICLE VIII - CONTRACTS, LOANS AND CHECKS 15
8.1 Execution of Contracts 15
8.2 Loans 15
8.3 Checks 15
ARTICLE IX - INDEMNIFICATION 15
9.1 Directors 15
9.2 Officers and Others 15
9.3 Insurance 16
9.4 Definition of "Director" 16
9.5 Non-Exclusivity of Rights 16
ARTICLE X - FISCAL YEAR 16
ARTICLE XI - CORPORATE SEAL 16
ARTICLE XII - AMENDMENTS 17
ARTICLE XIII - EXECUTIVE COMMITTEE 17
13.1 Appointment 17
13.2 Authority 17
13.3 Tenure and Qualifications 17
13.4 Meetings 17
13.5 Quorum 17
13.6 Informal Action by Executive Committee 18
13.7 Vacancies 18
13.8 Resignations and Removal 18
13.9 Procedure 18
ARTICLE XIV - EMERGENCY BYLAWS 18
CERTIFICATE 19
ARTICLE 1)
OFFICES
1.1 Business Office. The principal office shall be 77 Lipan Street,
Denver, Colorado 80223. Other offices and places of business may be
established from time to time by resolution of the Board of Directors or as
the business of the corporation may require.
1.2 Registered Office. The registered office of the corporation,
required by the Colorado Business Corporation Act to be maintained in the
State of Colorado, may be, but need not be, identical with the principal
office in the State of Colorado, and the address of the registered office may
be changed from time to time by the Board of Directors.
ARTICLE II
SHARES AND TRANSFER THEREOF
2.1 Regulation. The Board of Directors may make such rules and
regulations as it may deem appropriate concerning the issuance, transfer and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.
2.2 Certificates for Shares. Certificates representing shares of
the corporation shall be consecutively numbered for each class of shares, or
series thereof, as they are issued, shall be impressed with the corporate
seal or a facsimile thereof, and shall be signed by the Chairman or Vice
Chairman of the Board of Directors or by the President or a Vice-President
and by the Treasurer or an Assistant Treasurer or by the Secretary or an
Assistant Secretary; provided that any or all of the signatures may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or its employee.
Each certificate shall state the name of the corporation, the fact that the
corporation is organized or incorporated under the laws of the State of
Colorado, the name of the person to whom issued, the date of issue, the class
(or series of any class), the number of shares represented thereby and the
par value of the shares represented thereby or a statement that such shares
are without par value. A statement of the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of
the shares of each class shall be set forth in full or summarized on the face
or back of the certificates which the corporation shall issue, or in lieu
thereof, the certificate may set forth that such a statement or summary will
be furnished to any shareholder upon request without charge. Each
certificate shall be otherwise in such form as may be prescribed by the Board
of Directors and as shall conform to the rules of any stock exchange on which
the shares may be listed. The corporation shall not issue certificates
representing fractional shares and shall not be obligated to make any
transfers creating a fractional interest in a share of stock. The
corporation may issue scrip in lieu of any fractional shares, such scrip to
have terms and conditions specified by the Board of Directors.
2.3 Cancellation of Certificates. All certificates surrendered to
the corporation for transfer shall be cancelled and no new certificates shall
be issued in lieu thereof until the former certificate for a like number of
shares shall have been surrendered and cancelled, except as herein provided
with respect to lost, stolen or destroyed certificates.
2.4 Lost, Stolen or Destroyed Certificates. Any shareholder
claiming that his certificate for shares is lost, stolen or destroyed may
make an affidavit or affirmation of the fact and lodge the same with the
Secretary of the corporation, accompanied by a signed application for a new
certificate. Thereupon, and upon the giving of a satisfactory bond of
indemnity to the corporation not exceeding an amount double the value of the
shares as represented by such certificate (the necessity for such bond and
the amount required to be determined by the President and Treasurer of the
corporation), a new certificate may be issued of the same tenor and
representing the same number, class and series of shares as were represented
by the certificate alleged to be lost, stolen or destroyed.
2.5 Transfer of Shares. Subject to the terms of any shareholder
agreement relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein, shares of
the corporation shall be transferable on the books of the corporation by the
holder thereof in person or by his duly authorized attorney, upon the
surrender and cancellation of a certificate or certificates for a like number
of shares. Upon presentation and surrender of a certificate for shares
properly endorsed and payment of all taxes therefor, the transferee shall be
entitled to a new certificate or certificates in lieu thereof. As against
the corporation, a transfer of shares can be made only on the books of the
corporation and in the manner hereinabove provided, and the corporation shall
be entitled to treat the holder of record of any share as the owner thereof
and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by the
statutes of the State of Colorado.
2.6 Transfer Agent. Unless otherwise specified by the Board of
Directors by resolution, the Secretary of the corporation shall act as
transfer agent of the certificates representing the shares of stock of the
corporation. He shall maintain a stock transfer book, the stubs in which
shall set forth among other things, the names and addresses of the holders of
all issued shares of the corporation, the number of shares held by each, the
certificate numbers representing such shares, the date of issue of the
certificates representing such shares, and whether or not such shares
originate from original issue or from transfer. Subject to Section 3.7, the
names and addresses of the shareholders as they appear on the stubs of the
stock transfer book shall be conclusive evidence as to who are the
shareholders of record and as such entitled to receive notice of the meetings
of shareholders; to vote at such meetings; to examine the list of the
shareholders entitled to vote at meetings; to receive dividends; and to own,
enjoy and exercise any other property or rights deriving from such shares
against the corporation. Each shareholder shall be responsible for notifying
the Secretary in writing of any change in his name or address and failure so
to do will relieve the corporation, its directors, officers and agents, from
liability for failure to direct notices or other documents, or pay over or
transfer dividends or other property or rights, to a name or address other
than the name and address appearing on the stub of the stock transfer book.
2.7 Close of Transfer Book and Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or entitled to receive payment of
any dividend, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period, but not to exceed, in any
case, fifty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of, or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than fifty days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof.
ARTICLE III
SHAREHOLDERS AND MEETINGS THEREOF
3.1 Shareholders of Record. Only shareholders of record on the
books of the corporation shall be entitled to be treated by the corporation
as holders in fact of the shares standing in their respective names, and the
corporation shall not be bound to recognize any equitable or other claim to,
or interest in, any shares on the part of any other person, firm or
corporation, whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of Colorado.
3.2 Meetings. Meetings of shareholders shall be held at the
principal office of the corporation, or at such other place as specified from
time to time by the Board of Directors. If the Board of Directors shall
specify another location such change in location shall be recorded on the
notice calling such meeting.
3.3 Annual Meeting. In the absence of a resolution of the Board of
Directors providing otherwise, the annual meeting of shareholders of the
corporation for the election of directors, and for the transaction of such
other business as may properly come before the meeting, shall be held at such
time as may be determined by Board of Directors by resolution in conformance
with Colorado law. If the election of Directors shall not be held on the day
so designated for any annual meeting of the shareholders, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient.
3.4 Special Meetings. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President, the Board of Directors, the holders of not less than one-tenth
of all the shares entitled to vote at the meeting, or legal counsel of the
corporation as last designated by resolution of the Board of Directors.
3.5 Notice. Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered unless otherwise prescribed by
statute not less than ten days nor more than sixty days before the date of
the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or person calling the meeting to
each shareholder of record entitled to vote at such meeting; except that, if
the authorized shares are to be increased, at least thirty days' notice shall
be given. Notice to shareholders of record, if mailed, shall be deemed given
as to any shareholder of record, when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid, but if three
successive letters mailed to the last-known address of any shareholder of
record are returned as undeliverable, no further notices to such shareholder
shall be necessary, until another address for such shareholder is made known
to the corporation.
3.6 Meeting of All Shareholders. If all of the shareholders shall
meet at any time and place, either within or without the State of Colorado,
and consent to the holding of a meeting at such time and place, such meeting
shall be valid without call or notice, and at such meeting any corporate
action may be taken.
3.7 Voting Record. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before such meeting of shareholders, a complete record of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address and the number of shares
held by each. The record, for a period of ten days prior to such meeting,
shall be kept on file either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held, whether
within or without the State of Colorado, and shall be subject to inspection
by any shareholder for any purpose germane to the meeting at any time during
usual business hours. Such record shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder for any purpose germane to the meeting during the whole time of
the meeting for the purposes thereof. The original stock transfer books
shall be the prima facie evidence as to who are the shareholders entitled to
examine the record or transfer books or to vote at any meeting of
shareholders.
3.8 Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, except as otherwise provided by the
Colorado Business Corporation Act and the Articles of Incorporation. In the
absence of a quorum at any such meeting, a majority of the shares so
represented may adjourn the meeting from time to time for a period not to
exceed sixty days without further notice. 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 noticed. 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.
3.9 Manner of Acting. If a quorum is present, the affirmative vote
of the majority of the shares represented at the meeting and entitled to vote
on the subject matter shall be the act of the shareholders, unless the vote
of a greater proportion or number or voting by classes is otherwise required
by statute or by the Articles of Incorporation or these Bylaws.
3.10 Proxies. At all meetings of shareholders a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his
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 years from the date of its execution, unless
otherwise provided in the proxy.
3.11 Voting of Shares. Unless otherwise provided by these Bylaws or
the Articles of Incorporation, each outstanding share entitled to vote shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.
3.12 Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such other corporation may determine.
Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court
appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, court
appointed guardian or conservator. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into
his name. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name if authority so
to do be contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred. Neither shares of its own stock belonging to this corporation,
nor shares of its own stock held by it in a fiduciary capacity, nor shares of
its own stock held by another corporation if the majority of shares entitled
to vote for the election of directors of such corporation is held by this
corporation may be voted, directly or indirectly, at any meeting and shall
not be counted in determining the total number of outstanding shares at any
given time. Redeemable shares which have been called for redemption shall
not be entitled to vote on any matter and shall not be deemed outstanding
shares on and after the date on which written notice of redemption has been
mailed to shareholders and a sum sufficient to redeem such shares has been
irrevocably deposited or set aside to pay the redemption price to the holders
of the shares upon surrender of certificates therefor.
3.13 Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, is
executed in accordance with the Articles of Incorporation.
3.14 Voting by Ballot. Voting on any question or in any election
may be by voice vote unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
3.15 Cumulative Voting. No shareholder shall be permitted to
cumulate his votes by giving one candidate as many votes as the number of
such directors multiplied by the number of his shares shall equal, or by
distributing such votes on the same principal among any number of candidates.
ARTICLE IV
DIRECTORS, POWERS AND MEETINGS
4.1 Board of Directors. The business and affairs of the corporation
shall be managed by a board of not less than one (1) nor more than three (3)
directors. Directors need not be shareholders of the corporation or
residents of the State of Colorado and who shall be elected at the annual
meeting of shareholders or some adjournment thereof. Directors shall hold
office until the next succeeding annual meeting of shareholders and until
their successors shall have been elected and shall qualify. The Board of
Directors may increase or decrease, to not less than one (1) nor more than
three (3), the number of directors by resolution.
4.2 Regular Meetings. A regular, annual meeting of the Board of
Directors shall be held at the same place as, and immediately after, the
annual meeting of shareholders, and no notice shall be required in connection
therewith. The annual meeting of the Board of Directors shall be for the
purpose of electing officers and the transaction of such other business as
may come before the meeting. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of
Colorado, for the holding of additional regular meetings without other notice
than such resolution.
4.3 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors if
there are two or more directors of the Corporation. The person or persons
authorized to call special meetings of the Board of Directors may fix any
place, either within or without the State of Colorado, as the place for
holding any special meeting of the Board of Directors called by them.
4.4 Notice. Written notice of any special meeting of directors
shall be given as follows:
(a) By mail to each director at his business address at least three
days prior to the meeting; or
(b) By personal delivery or telegram at least twenty-four hours
prior to the meeting to the business address of each director, or in the
event such notice is given on a Saturday, Sunday or holiday, to the residence
address of each director. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with
postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting.
4.5 Participation by Electronic Means. Except as may be otherwise
provided by the Articles of Incorporation or Bylaws, members of the Board of
Directors or any committee designated by such Board may participate in a
meeting of the Board or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting
can hear each other at the same time. Such participation shall constitute
presence in person at the meeting.
4.6 Quorum and Manner of Acting. A quorum at all meetings of the
Board of Directors shall consist of a majority of the number of directors
then holding office, but a smaller number may adjourn from time to time
without further notice, until a quorum is secured. The act of the majority
of the directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors, unless the act of a greater number is
required by the laws of the State of Colorado or by the Articles of
Incorporation or these Bylaws.
4.7 Organization. The Board of Directors shall elect a chairman to
preside at each meeting of the Board of Directors. The Board of Directors
shall elect a Secretary to record the discussions and resolutions of each
meeting.
4.8 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 dissent shall be entered in the minutes of the meeting or
unless he shall file his 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.
4.9 Informal Action By Directors. Any action required or permitted
to be taken by the Board of Directors, or a committee thereof, at a meeting
may be taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all the directors or all the committee
members entitled to vote with respect to the subject matter thereof.
4.10 Vacancies. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office, and shall hold such office until his successor is duly elected and
shall qualify. Any directorship to be filled by reason of an increase in the
number of directors shall be filled by the affirmative vote of a majority of
the directors then in office or by an election at an annual meeting, or at a
special meeting of shareholders called for that purpose. A director chosen
to fill a position resulting from an increase in the number of directors
shall hold office only until the next election of directors by the
shareholders.
4.11 Compensation. By resolution of the Board of Directors and
irrespective of any personal interest of any of the members, each director
may be paid his expenses, if any, of attendance at each meeting of the Board
of Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
4.12 Removal of Directors. Any director or directors of the
corporation may be removed at any time, with or without cause, in the manner
provided in the Colorado Business Corporation Act.
4.13 Resignations. A director of the corporation may resign at any
time by giving written notice to the Board of Directors, President or
Secretary of the corporation. The resignation shall take effect upon the
date of receipt of such notice, or at any later period of time specified
therein. The acceptance of such resignation shall not be necessary to make
it effective, unless the resignation requires it to be effective as such.
4.14 General Powers. The business and affairs of the corporation
shall be managed by the 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. The directors shall
pass upon any and all bills or claims of officers for salaries or other
compensation and, if deemed advisable, shall contract with officers,
employees, directors, attorneys, accountants, and other persons to render
services to the corporation.
ARTICLE V
OFFICERS
5.1 Term and Compensation. The elective officers of the corporation
shall consist of at least a President, a Secretary and a Treasurer, each of
whom shall be eighteen years or older and who shall be elected by the Board
of Directors at its first meeting of the Board held after each annual meeting
of the shareholders. Unless removed in accordance with procedures
established by law and these Bylaws, the said officers shall serve until the
next succeeding annual meeting of the Board of Directors and until their
respective successors are elected and shall qualify. Any number of offices
may be held by the same person at the same time. The Board may elect or
appoint such other officers and agents as it may deem advisable, who shall
hold office during the pleasure of the Board.
5.2 Powers. The officers of the corporation shall exercise and
perform the respective powers, duties and functions as are stated below, and
as may be assigned to them by the Board of Directors.
(a) The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of
the corporation. He shall preside, when present, at all meetings of the
shareholders and of the Board of Directors unless a different chairman of
such meetings is elected by the Board of Directors.
(b) In the absence or disability of the President, the Vice-
President or Vice-Presidents, if any, in order of their rank as fixed by the
Board of Directors, and if not ranked, the Vice-Presidents in the order
designated by the Board of Directors, shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all the restrictions on the President. Each Vice-President shall have such
other powers and perform such other duties as may from time to time be
assigned to him by the President or the Board of Directors.
(c) The Secretary shall prepare and maintain accurate minutes of all
meetings of the shareholders and the Board of Directors unless a different
Secretary of such meetings is elected by the Board of Directors. He shall
keep, or cause to be kept a record of the shareholders of the corporation and
shall be responsible for the giving of notice of meetings of the shareholders
or the Board of Directors. The Secretary shall prepare and maintain any and
all other records and information required to be kept by the corporation
under Section 7-116-101 of the Colorado Business Corporation Act. The
Secretary shall have the responsibility for authenticating records of the
corporation. The Secretary shall be custodian of the records and of the seal
of the corporation and shall attest the affixing of the seal of the
corporation when so authorized. The Secretary or Assistant Secretary shall
sign all stock certificates, as described in Section 2.2 hereof. The
Secretary shall perform all duties commonly incident to his office and such
other duties as may from time to time be assigned to him by the President or
the Board of Directors.
(d) An Assistant Secretary may, at the request of the Secretary, or
in the absence or disability of the Secretary, perform all of the duties of
the Secretary. He shall perform such other duties as may be assigned to him
by the President or by the Secretary.
(e) The Treasurer, subject to the order of the Board of Directors,
shall have the care and custody of the money, funds, valuable papers and
documents of the corporation. He shall keep accurate books of accounts of
the corporation's transactions, which shall be the property of the
corporation, and shall render financial reports and statements of condition
of the corporation when so requested by the Board of Directors or President.
The Treasurer shall perform all duties commonly incident to his office and
such other duties as may from time to time be assigned to him by the
President or the Board of Directors. In the absence or disability of the
President and Vice-President or Vice-Presidents, the Treasurer shall perform
the duties of the President.
(f) An Assistant Treasurer may, at the request of the Treasurer, or
in the absence or disability of the Treasurer, perform all of the duties of
the Treasurer. He shall perform such other duties as may be assigned to him
by the President or by the Treasurer.
5.3 Compensation. All officers of the corporation may receive
salaries or other compensation if so ordered and fixed by the Board of
Directors. The Board of Directors shall have authority to fix salaries in
advance for stated periods or render the same retroactive as the Board may
deem advisable.
5.4 Delegation of Duties. In the event of absence or inability of
any officer to act, the Board of Directors may delegate the powers or duties
of such officer to any other officer, director or person whom it may select.
5.5 Bonds. If the Board of Directors by resolution shall so
require, any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of their
respective duties and offices.
5.6 Removal. Any officer or agent may be removed by the Board of
Directors or by the executive committee, if any, whenever in its judgment the
best interest of the corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not, of
itself, create contract rights.
ARTICLE VI
FINANCE
6.1 Reserve Funds. The Board of Directors, in its uncontrolled
discretion, may set aside from time to time, out of the net profits or earned
surplus of the corporation, such sum or sums as it deems expedient as a
reserve fund to meet contingencies, for equalizing dividends, for maintaining
any property of the corporation, and for any other purpose.
6.2 Banking. The moneys of the corporation shall be deposited in
the name of the corporation in such bank or banks or trust company or trust
companies, as the Board of Directors shall designate, and may be drawn out
only on checks signed in the name of the corporation by such person or
persons as the Board of Directors, by appropriate resolution, may direct.
Notes and commercial paper, when authorized by the Board, shall be signed in
the name of the corporation by such officer or officers or agent or agents as
shall thereunto be authorized from time to time.
ARTICLE VII
DIVIDENDS
Subject to the provisions of the Articles of Incorporation and the laws
of the State of Colorado, the Board of Directors may declare dividends
whenever, and in such amounts, as in the Board's opinion the condition of the
affairs of the corporation shall render such advisable.
ARTICLE VIII
CONTRACTS, LOANS AND CHECKS
8.1 Execution of Contracts. Except as otherwise provided by statute
or by these Bylaws, the Board of Directors may authorize any officer or agent
of the corporation to enter into any contract, or execute and deliver any
instrument in the name of, and on behalf of the corporation. Such authority
may he general or confined to specific instances and, unless so authorized,
no officer, agent or employee shall have any power to bind the corporation
for any purpose, except as may be necessary to enable the corporation to
carry on its normal and ordinary course of business.
8.2 Loans. No loans shall be contracted on behalf of the
corporation and no negotiable paper shall be issued in its name unless
authorized by the Board of Directors. When so authorized, any officer or
agent of the corporation may effect loans and advances at any time for the
corporation from any bank, trust company or institution, firm, corporation or
individual. An agent so authorized may make and deliver promissory notes or
other evidence of indebtedness of the corporation and may mortgage, pledge,
hypothecate or transfer any real or personal property held by the corporation
as security for the payment of such loans. Such authority, in the Board of
Directors' discretion, may be general or confined to specific instances.
8.3 Checks. Checks, notes, drafts and demands for money or other
evidence of indebtedness issued in the name of the corporation shall be
signed by such person or persons as designated by the Board of Directors and
in the manner the Board of Directors prescribes.
ARTICLE IX
INDEMNIFICATION
9.1 Directors. The Corporation shall indemnify directors of the
Corporation in their capacities as directors pursuant to the procedures set
forth in, and to the fullest extent authorized by, Colorado law as the same
exists or may hereafter be amended. The right to indemnification provided
herein shall be a contract right and shall include the right to be paid by
the Corporation in accordance with Colorado law for expenses incurred in
advance of any proceeding's final disposition.
9.2 Officers and Others. The Corporation may indemnify and advance
expenses to officers, employees, fiduciaries and agents of the Corporation as
it deems appropriate and as permitted by Colorado law. No such
indemnification shall be made without the prior approval of the Board of
Directors and the determination by the Board of Directors that such
indemnification is permissible, except pursuant to a contract approved by the
Board of Directors.
9.3 Insurance. The Corporation may purchase and maintain insurance
for itself and on behalf of any person who is or was a director, officer,
employee, fiduciary or agent of the Corporation or who, while a director,
officer, employee, fiduciary or agent of the Corporation, is or was serving
at the request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or
of any partnership, joint venture, trust, other enterprise, other person, or
employee benefit plan against any liability asserted against or incurred by
him in any such capacity or arising from his status as such, whether or not
the Corporation would have the power to indemnify him against such liability.
9.4 Definition of "Director." The term "director" for purposes of
this Article means an individual who is or was a director of the Corporation
or an individual who, while a director of the Corporation, is or was serving
at the Corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or
of any partnership, joint venture, trust, other enterprise, other person, or
employee benefit plan. A director shall be considered to be serving an
employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on, or otherwise involve services by, him to
the plan or to participants in or beneficiaries of the plan. The term
"director" includes, unless the context otherwise requires, the estate or
personal representative of a director.
9.5 Non-Exclusivity of Rights. The foregoing rights of
indemnification and insurance shall not be exclusive of, or in any manner
limit, other rights to which any director may be entitled as a matter of law,
or to the extent not prohibited by law, by a contract approved by the Board
of Directors.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall be the year adopted by
resolution of the Board of Directors.
ARTICLE XI
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "CORPORATE SEAL".
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by a majority of the Directors present at any meeting of the Board of
Directors of the corporation at which a quorum is present.
ARTICLE XIII
EXECUTIVE COMMITTEE
13.1 Appointment. The Board of Directors by resolution adopted by a
majority of the full Board, may designate two or more of its members to
constitute an executive committee. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
13.2 Authority. The executive committee, when the Board of
Directors is not in session shall have and may exercise all of the authority
of the Board of Directors except to the extent, if any, that such authority
shall be limited by the resolution appointing the executive committee and
except also that the executive committee shall not have the authority of the
Board of Directors in reference to amending the Articles of Incorporation,
adopting a plan of merger or consolidation, recommending to the shareholders
the sale, lease or other disposition of all or substantially all of the
property and assets of the corporation otherwise than in the usual and
regular course of its business, recommending to the shareholders a voluntary
dissolution of the corporation or a revocation thereof, or amending the
Bylaws of the corporation.
13.3 Tenure and Qualifications. Each member of the executive
committee shall hold office until the next regular annual meeting of the
Board of Directors following his designation.
13.4 Meetings. Regular meetings of the executive committee may be
held without notice at such time and places as the executive committee may
fix from time to time by resolution. Special meetings of the executive
committee may be called by any member thereof upon not less than one day's
notice stating the place, date and hour of the meeting, which notice may be
written or oral, and if mailed, shall be deemed to be delivered when
deposited in the United States mail addressed to the member of the executive
committee at his business address. Any member of the executive committee may
waive notice of any meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting of the
executive committee need not state the business proposed to be transacted at
the meeting.
13.5 Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
13.6 Informal Action by Executive Committee. Any action required or
permitted to be taken by the executive committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the committee entitled to vote with
respect to the subject matter thereof.
13.7 Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
13.8 Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors. Any member of the
executive committee may resign from the executive committee at any time by
giving written notice to the President or Secretary of the corporation, and
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
13.9 Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall
not be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information
at the meeting thereof held next after the proceedings shall have been taken.
ARTICLE XIV
EMERGENCY BYLAWS
The Emergency Bylaws provided for in this Article shall be operative
during any emergency in the conduct of the business of the corporation
resulting from an attack on the United States or any nuclear or atomic
disaster, notwithstanding any different provision in the preceding articles
of the Bylaws or in the Articles of Incorporation of the corporation or in
the Colorado Business Corporation Act. To the extent not inconsistent with
the provisions of this Article, the Bylaws provided in the preceding articles
shall remain in effect during such emergency and upon its termination the
Emergency Bylaws shall cease to be operative.
During any such emergency:
(a) A meeting of the Board of Directors may be called by any officer
or director of the corporation. Notice of the time and place of the meeting
shall be given by the person calling the meeting to such of the directors as
it may be feasible to reach by any available means of communication. Such
notice shall be given at such time in advance of the meeting as circumstances
permit in the judgment of the person calling the meeting.
(b) At any such meeting of the Board of Directors, a quorum shall
consist of the number of directors in attendance at such meeting.
(c) The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the principal office or
designate several alternative principal offices or regional offices, or
authorize the officers so to do.
(d) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in
the event that during such an emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of discharging their
duties.
(e) No officer, director or employee acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct.
(f) These Emergency Bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the shareholders,
but no such repeal or change shall modify the provisions of the next
preceding paragraph with regard to action taken prior to the time of such
repeal or change. Any amendment of these Emergency Bylaws may make any
further or different provision that may be practical and necessary for the
circumstances of the emergency.
CERTIFICATE
I hereby certify that the foregoing Bylaws constitute the Bylaws of Zen
Raku Enterprises, Inc. adopted by the Board of Directors of the corporation
as of December 20, 2010.
/s/ Zen Z. Pool
Zen Z. Pool, Presiden
