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Bylaws
of
Sino
Clean Energy, Inc.
(amended
as of December 27, 2010)
ARTICLE
I
OFFICES
Section:
1. The
principal office of the corporation shall be located at the office where the
principal executive offices of the corporation are located.
Section:
2. The
corporation may also have offices at such other places within or without the
State of Nevada as the Board of Directors may from time to time determine, or as
the business of the corporation may require.
ARTICLE
II
MEETINGS
OF SHAREHOLDERS
Section:
1. Meetings
of the shareholders shall be held at such places within or without the State of
Nevada as shall be specified in the notice of the meeting or in a waiver
thereof.
Section:
2. An
annual meeting of the shareholders shall be held as soon as practicable after
the fiscal year end. At such meeting the shareholders entitled to
vote thereat shall elect by a majority vote a Board of Directors, and may
transact such other business as may properly be brought before the
meeting.
Section:
3. Special
meetings of the shareholders may be called. (1) by the Chairman of
the Board of Directors, the President, or the Board of Directors: or
(2) by the holders of at least twenty percent (20%) of the shares entitled to
vote at the proposed special meeting. The record date for determining
shareholders entitled to call a special meeting is the date the first
shareholder signs the notice of that meeting. In addition, a majority
of the shareholders may act without notice at a meeting.
Section:
4. Written
or printed notice stating the place, day, and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) nor more then sixty (60) 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 at his address as it appeared on the stock transfer
books of the corporation with postage thereon prepaid.
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Section:
5. Any
notice required to be given to any shareholder, under any provision of the
Corporation Law of the State of Nevada, the Articles of Incorporation, or these
Bylaws, need not be given to the shareholder if (1) notice of the two
consecutive annual meetings and all notices of all meeting held during the
period between those annual meetings, if any, or (2) all (but in no event less
than two) payments (if sent by first class mail) of distributions or interest on
securities during a 12-month period have been mailed to that person, addressed
at his address as shown on the records of the corporation, and have been
returned undeliverable. Any action or meeting taken or held without
notice to such person shall have the same force and effect as if the notice had
been duly given and, if the action taken by the corporation is reflected in any
articles, or document filed with the Secretary of State, those articles or the
document may state that notice was duly given to all persons to whom notice was
required to be given. If such a person delivers to the corporation a
written notice setting forth his then current address, the requirement that
notice be given to that person shall be reinstated.
Section:
6. Only
business within the purpose or purposes described in the notice of any special
meeting of shareholders may be conducted at such special meetings.
Section:
7. The
holders of a majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at meetings of shareholders except as
otherwise provided in the Articles of Incorporation. If, however, a
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person, or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which may have been transacted at the meeting as
originally notified.
Section:
8. The
vote of the holders of a majority of the shares entitled to vote and represented
at which a quorum is present shall be the act of the shareholders' meeting,
unless the vote or a greater number is required by law or by the Articles of
Incorporation.
Section:
9. A
shareholder may vote either in person or by proxy executed in writing by the
shareholders or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. Each proxy shall be revocable unless
the proxy form conspicuously states that the proxy is irrevocable and the proxy
is coupled with an interest.
Section:
10. The
officer or agent having charge of the stock transfer books shall make, at lest
ten (10) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address and the number of shares held
by each, which list, for a period of ten (10) days prior to such meeting, shall
be kept on file at the registered office of the corporation, and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and
place of the meeting, and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer
book shall be prima
facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any such meeting of
shareholders.
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Section:
11. Any
action required by law to be taken at a meeting or the shareholders, or any
action which may 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, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
ARTICLE
III
DIRECTORS
Section:
1. (a) The
number of directors of the corporation shall be not less than one (1) nor more
than nine (9). The directors shall be elected at the annual meeting
of shareholders, except as provided in Section 2, 3, 4, or 5 of this Article
III, and each director elected shall hold office until his successor is elected
and qualified. Directors need not be residents of the State of Nevada
or shareholders of the corporation.
(b) Any director may be
removed with cause by the affirmative vote of the holders of a majority of the
shares represented at any shareholders meeting at which a quorum is present,
provided, that the proposed removal is stated in the notice of the
meeting.
(c) This Section I may not
be amended in absence of a unanimous vote of Board of Directions.
Section:
2. Any
vacancy occurring in the Board of Directors shall be filled in accordance with
Section 5 of this Article III or 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.
Section:
3. A
directorship to be filled by reason of an increase in the number of directors
may be filled in accordance with Section 5 of this Article III or may be filled
by the Board of Directors for a term of office continuing only until the next
election of (1) or more directors by the shareholders, provided, that the Board
of Directors may not fill more than two (2) such directorships during the period
between any two (2) successive annual meetings of the shareholders.
Section:
4. Notwithstanding
Section 2 and 3 above, whenever the holders of any class or series of shares are
entitled to elect one or more directors by the provisions of the Articles of
Incorporation, any vacancies in such directorship and any newly created
directorships of such class or series to be filled by reason of an increase in
the number of such directors shall be filled in accordance with the provisions
of the Nevada Business Corporation Act.
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Section:
5. Any
vacancy occurring in the Board of Directors or any directorship to be filled by
reason of an increase in the number of directors may be filled by election at an
annual or special meeting of shareholders called for that purpose.
Section:
6. The
business and affairs of the corporation shall be managed by its Board of
Directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by law or by the Articles of Incorporation or
by these Bylaws directed or required to be exercised or done by the
shareholders.
Section:
7. Meetings
of the Board of Directors, regular or special, may be held either within or
without the State of Nevada.
Section:
8. The
first meeting of each newly elected Board of Directors shall be held at such
time and place as shall be fixed by note of the shareholders at the annual
meeting, and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, providing a quorum shall
be present. In the event of the failure of the shareholders to fix
the time and place of such a first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at the time and place so
fixed by the shareholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in written waiver
signed by all of the directors.
Section:
9. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as shall from time to time be determined by the
Board.
Section:
10. Special
meetings of the Board of Directors may be called by the Chairman of the Board of
Directors or the President, and shall be called by the Secretary on the written
request of two directors. Written notice of special meetings of the
Board of Directors shall be given to each director at least three (3) days
before the date of the meeting. 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.
Section:
11. A
majority of the directors shall constitute a quorum for the transaction of
business, and the act of the majority of the directors present at the meeting at
which a quorum is present shall be the act of the Board of Directors unless a
greater number is required by the Articles of Incorporation or elsewhere in
these Bylaws. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
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Section:
12. The
Board of Directors, by resolution adopted by a majority of the whole Board, may
designate one or more directors to constitute an executive committee and one or
more other committees, each of which, to the extent provided in such resolution,
shall have and may exercise all of the authority of the Board of Directors in
the business and affairs of the corporation except as otherwise provided by
law. Vacancies in the membership of any such committee shall be
filled by the Board of Directors at a regular or special meeting of the Board of
Directors. The committees shall keep regular minutes of their
proceedings and report the same to the Board when required. 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 upon it or him by law.
Section:
13. Any
action required or permitted to be taken at a meeting of the Board of Directors
or any committee may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all members of the Board of Directors or
committee, as the cause may be.
ARTICLE
IV
NOTICES
Section:
1. Notices
to directors and shareholders shall be in writing, shall specify the time and
place of the meeting, and shall be delivered personally or mailed to the
directors or shareholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the time
when same shall be mailed. Notice to directors may also be given by
telegram.
Section:
2. Whenever
any notice is required to be given to any shareholder or director under the
provisions of any laws or of the Articles of Incorporation or by Bylaws, a
waiver thereof in writing, signed by person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.
Section:
3. Attendance
of a director at a meeting shall constitute a waiver of notice of such a
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
ARTICLE
V
OFFICERS
Section:
1. The
officers of the corporation shall consist of a President and a Secretary, and
may include one or more Vice Presidents, a Treasurer, and a Chairman
of the Board, each of whom shall be elected by the Board of
Directors. Any two or more offices may be held by the same
person.
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Section:
2. The
Board of Directors, at its first meeting after each annual meeting of
shareholders, shall choose a President and a Secretary and may choose one or
more Vice Presidents and a Treasurer, none of whom need be a member
of the Board, and may appoint one of their number chairman of the
Board.
Section:
3. Such
other officers and assistant officers and agents as may be deemed necessary may
be elected or appointed by the Board of Directors.
Section:
4. The
salaries of all officers and agents of the corporation shall be fixed by the
Board of Directors.
Section:
5. The
officers of the corporation shall hold office until their successors are chosen
and qualify. Any officer or agent or member of the executive
committee elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever in its judgment the best interests 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. Any vacancy
occurring in any office of the corporation by death, resignation, removal, or
otherwise shall be filled by the Board of Directors.
Chairman
of the Board and President
Section:
6. The
Board of Directors may designate whether the Chairman of the Board, if such an
officer shall have been appointed, or the President, shall be the chief
executive officer of the corporation. In the absence of a contrary
designation, the President shall be the chief executive officer. The
chief executive officer shall preside at all meetings of the shareholders and
the Board of Directors, and shall have such other powers and duties as usually
pertain to such office or as may be delegated by the Board of
Directors. The President shall have such powers and duties as usually
pertain to such office, except as the same may be modified by the Board of
Directors. If the Board of Directors shall not have appointed a
Treasurer, then all duties and powers set forth in Section 11 through 14 of this
Article V to be performed or exercised by such an officer shall be performed or
exercised by the President. Unless the Board of Directors shall
otherwise delegate such duties, the President shall have general and active
management of the business of the corporation, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section:
7. The
President shall execute bonds, mortgages, and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed, and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.
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Vice
President
Section:
8. The
Vice President, if any such officers shall have been appointed, in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the President, perform the duties and exercise
the powers of the President. They shall perform such other duties and
have such other powers as the Board of Directors shall prescribe.
Secretary
Section:
9. The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders, and record all the proceedings of the meetings of the
corporation and of the Board of Directors in a book to be kept for that
purpose. He shall give, or cause to be given, notice of all meetings
of the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President, under whose supervision he shall be. He shall keep in safe
custody the seal of the corporation, and, when authorized by the Board of
Directors, affix the same to any instrument requiring it, and, when so affixed,
it shall be attested by his signature or the signature of the Treasurer, an
Assistant Secretary, or an Assistant Treasurer.
Section:
10. The
Assistant Secretaries, if any such officers shall have been appointed, in the
order of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the power of the Secretary. They shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
Treasurer
Section:
11. The
Treasurer, if such an officer shall have been appointed, shall have the custody
of the corporate funds and securities, and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.
Section:
12. The
Treasurer shall disburse the funds of the corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors at its regular meetings, or
when the Board of Directors so requires, an account of
all his transactions as Treasurer, and of the financial condition of the
corporation.
Section:
13. If
required by the Board of Directors, the Treasurer shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control belonging
to the corporation.
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Section:
14. The
Assistant Treasurer, if any such officers shall have been appointed, in the
order of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
ARTICLE
VI
CERTIFICATE
FOR SHARES
Section:
1. The board of directors may authorize the
issuance of uncertificated shares of some or all of the shares of any or all of
its classes or series of stock. The issuance of uncertificated shares
has no effect on existing certificates for shares until surrendered to the
corporation, or on the respective rights and obligations of the
stockholders. Unless otherwise provided by a specific Nevada statute,
the rights and obligations of stockholders are identical whether or not their
shares of stock are represented by certificates. Unless the board of
directors has authorized the issuance of uncertificated shares of some or all of
the shares for a particular class or series of stock, every stockholder is
entitled to have a certificate signed by the President or any Vice President and
the Secretary or any Assistant Secretary of the corporation certifying the
number of shares in the corporation owned by the stockholder. Each certificate
representing shares shall state upon the face thereof that the corporation is
organized under the laws of the State of Nevada, the name of the person to whom
issued, the number and class and the designation of the series, if any, which
such certificate represents, and the par value of each share represented by such
certificate or a statement that shares are without par value.
Section:
2. The
signature of the President and a Vice President, the Secretary, or an Assistant
Secretary, as the case may be, upon a certificate may be
facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of
issuance.
Section:
3. The
Board of Directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates therefore issued by the corporation
alleged to have been lost or destroyed, upon the making of an affidavit of the
fact by the person claiming the certificate of stock to be lost or
destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
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Section:
4. Upon
surrender to the corporation, or the transfer agent of the corporation, of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction upon its books.
Section:
5. 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 a
distribution by the corporation (other than a distribution involving a purchase
or redemption by the corporation of any of its own shares) or a share 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, sixty (60)
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 (10) 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 sixty
(60) days, and, in the case of a meeting of shareholders, not less than ten (10)
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 a distribution (other than a distribution
involving a purchase or redemption by the corporation of any of its own shares)
or a share 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
distribution or share 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, except where the determination has been made through the
closing of stock transfer books and the stated period of closing has
expired.
Section:
6. Distributions
of cash or property (tangible or intangible) made or payable by the corporation,
whether in liquidation or from earnings, profits, assets, or capital, including
all distributions that were payable but not paid to the registered owner of the
shares, his heirs, successors, or assigns but that are now being held in
suspense by the corporation or that were paid or delivered by it into an escrow
account or to a trustee or custodian, shall be payable by the corporation,
escrow agent, trustee, or custodian to the person registered as owner of the
shares in the corporation's stock transfer books as of the record date
determined for that distribution as provided in Section 5 of this Article VI,
his heirs, successors, or assigns. The person in whose name the
shares are or were registered in the stock transfer books of the corporation as
of the record date shall be deemed to be the owner of the shares registered in
his name at that time. Neither the corporation nor any of its
officers, directors, or agents shall be under any liability for making such a
distribution to a person in whose name shares were registered in the stock
transfer books as of the record date or the heirs, successors, or assigns of the
person, even though the person, or his heirs, successors, or assigns, may not
possess a certificate of shares.
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Section:
7. The
corporation shall be entitled to recognize the exclusive rights of a person
registered on its books as the owner of shares to receive distributions or share
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Nevada for these
Bylaws.
Section:
8. When
shares are registered on the books of the corporation in the names of two or
more persons as joint owners with the right of survivorship, after the death of
a joint owner and before the time that the corporation receives actual written
notice that parties other than the surviving joint owner or owners claim an
interest in shares or any distributions thereon, the corporation may record on
its books and otherwise effect the transfer of those shares to any person, firm,
or corporation (including that surviving joint owner individually) and pay any
distributions made in respect of those shares, in each case as if the surviving
joint owner or owners were the absolute owner(s) of the shares. The
corporation by permitting such a transfer by and making any distribution to such
a surviving joint owner or owners before the receipt of written notice from
other parties claiming an interest in those shares or distribution is discharged
from all liability for the transfer or payment so made, provided, however, that
the discharge of the corporation from liability and the transfer of full legal
and equitable title of the shares in no way affects, reduces, or limits any
cause of action existing in favor of any owner of an interest in those shares or
distributions against the surviving owner or owners.
ARTICLE
VII
GENERAL
PROVISIONS
Section:
1. The
Board of Directors may authorize and the corporation may (1) make distributions
or (2) pay share dividends, subject to any restrictions in its Articles of
Incorporation and to the limitations set forth in the Nevada Revised
Statutes.
Section:
2. The
Board of Directors may by resolution create a reserve or reserves out of its
surplus or designate or allocate any part or all of surplus in any manner for
any proper purpose or purposes, and may increase decrease, or abolish any such
reserve, designation, or allocation in the same manner.
Section:
3. The
Board of Directors must, when requested by the holders of at least twenty five
percent (25%) of the outstanding shares of the corporation, present written
reports of the situation and amount of business of the corporation.
Section:
4. All
checks or demands for money and notes of the corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.
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Section:
5. The
fiscal year of the corporation shall be fixed by resolution of the Board of
Directors.
Section:
6. The
corporation seal shall have inscribed thereon the name of the corporation and
may be in such form as the Board of Directors may determine, and may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
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ARTICLE
VII
INDEMNIFICATION
OF OFFICERS AND DIRECTORS
The corporation shall indemnify
directors, officers, employees, and agents of the corporation to the extent
required by the Nevada Revised Statutes and shall indemnify such individuals to
the extent permitted by the Nevada Revised Statutes. The corporation
may purchase an maintain liability insurance, or make other arrangements for
such obligations or otherwise, to the extent permitted by the Nevada Revised
Statutes.
ARTICLE
IX
AMENDMENTS
The Board of Directors may amend or
Repeal the Bylaws of the corporation or adopt new Bylaws, unless: (1)
the Articles of Incorporation or the Nevada Revised Statutes reserves the power
exclusively to the shareholders in whole or in part; or (2) the shareholders in
amending, repealing, or adopting a particular bylaw expressly provide that the
Board of Directors may not amend or repeal the bylaw. Unless the
Articles of Incorporation or a bylaw adopted by the shareholders provides
otherwise as to all or some portion of the Bylaws, the shareholders may amend,
repeal, or adopt the Bylaws even though the Bylaws may also be amended,
repealed, or adopted by the Board of Directors.
***
I certify that the foregoing is a true
and correct copy of the Bylaws of Endo Networks, Inc., adopted by the Board of
Directors of said corporation on the 2nd day of
November, 2001.
__________________, SecretaryPeter B.
Day
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