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EXHIBIT 3.2
BYLAWS OF
MONTE RESOURCES INC.
ARTICLE I. PRINCIPAL OFFICE
1.1 Office: The address of the principal office of the Corporation shall 1002
Ermine Court, South Lake Tahoe, California. The Corporation may have other
offices, either within or outside of the State of incorporation as the Board of
Directors may designate or as the business of Corporation may require.
ARTICLE II. SHAREHOLDERS
2.1 Place of Meetings: The meetings of the Shareholders of the Corporation
("Shareholders") shall be held at such place, as may be fixed by the Board of
Directors.
2.2 Annual Meetings: The annual meeting of the Shareholders shall be held each
year at the corporate offices or at any other place within or outside of the
State of Nevada, as may be determined by the Directors and as may be designated
in the notice of that meeting, for the purpose of electing Directors and
transacting any other business that may come before the meeting. If that date is
a legal holiday, the annual meeting shall be held on the next succeeding day
that is not a legal holiday.
2.3 Special Meetings: A special meeting, other than those regulated by statute,
of the Shareholders for any purpose or purposes may be called at any time by the
President, by a majority of the Board of Directors, by designated Officers of
the Corporation, or by Shareholders together holding at least five per cent of
the number of shares of the Corporation at the time outstanding and entitled to
vote with respect to the business to be transacted at such meeting. At a special
meeting no other business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting.
2.4 Notice of Meetings: Written or printed notice stating the place, day, and
hour of every meeting of the Shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be mailed not less
than 21 nor more than 59 days before the date of the meeting to each Shareholder
of record entitled to vote at such meeting, to his or her address as it appears
in the share transfer books of the Corporation. If mailed, notice shall be
deemed to be delivered when deposited in the United States mail. Such further
notice shall be given as may be required by law, but meetings may be held
without notice if all the Shareholders entitled to vote at the meeting are
present in person or by proxy or if notice is waived in writing by those not
present, either before or after the meeting.
Notice of special meetings shall also state the purpose or purposes for which
the meeting is called, and indicate that it is being issued by, or at the
direction of, the person(s) calling the meeting.
2.5 Quorum: Any number of Shareholders together holding at least a simple
majority of the outstanding shares of capital stock entitled to vote with
respect to the business to be transacted, who shall be present in person or
represented by proxy at any meeting duly called, shall constitute a quorum for
the transaction of business. If less than a quorum shall be in attendance at the
time for which a meeting shall have been called, the meeting may be adjourned by
a majority of the Shareholders present or represented by proxy without notice
other than by announcement at the meeting.
2.6 Voting: At any meeting of the Shareholders, each Shareholder of a class
entitled to vote on any matter coming before the meeting shall have one vote in
person or by proxy for each share of capital stock of such class standing in his
or her name on the books of the Corporation on the date, at least 10 days prior
to such meeting, fixed by the Board of Directors as the record date for the
purpose of determining Shareholders entitled to vote pursuant to Section 5.5
below. Every proxy shall be in writing, dated, and signed by the Shareholder
entitled to vote or his or her duly authorized attorney-in-fact. The proxy shall
be exhibited to the Secretary at the meeting and shall be filed with the records
of the Corporation.
2.7 Order of Business: The order of business at all meetings of Shareholders
shall be as follows, unless otherwise adopted by the Board:
1. Roll call
2. Proof of notice of meeting or waiver of notice
3. Reading of minutes and acceptance of preceding meeting
4. Reports of Officers
5. Reports of committees
6. Election of Directors, if required
7. Unfinished business
8. New business
2.8 Informal Action by Shareholders: Unless otherwise provided by law, any
action required to be taken at a meeting of Shareholders, or other action which
may be taken at a meeting of the Shareholders, may be taken without a meeting if
the Shareholders give unanimous written consent setting forth the action to be
taken and signed by all Shareholders entitled to vote on the action. Any written
resolution signed by all of the Shareholders entitled to vote shall be to the
effect therein expressed, with the same force and effect as if the same had been
duly passed by unanimous vote at a duly called meeting of Shareholders. The
signed resolution shall be kept with the meeting minutes under the proper date.
ARTICLE III. BOARD OF DIRECTORS
3.1 General Powers: The property, business, and affairs of the Corporation shall
be managed and controlled under the direction of its Board of Directors (the
"Board" and the members of which are referred to herein as "Directors"), and,
except as otherwise expressly provided by law, the Articles of Incorporation or
these Bylaws, all of the powers of the Corporation shall be vested in such
Board. Such management and general control will be by majority vote of the
Board, with each Director having equal vote.
3.2 Number of Directors: The number of Directors constituting the Board shall be
a minimum of one director and a maximum of five Directors.
3.3 Election and Removal of Directors: Directors shall be elected at each annual
meeting of Shareholders to succeed those Directors whose terms have expired, and
to fill any existing vacancies.
a) Directors shall hold their offices a term of one year and until their
successors are elected, or their prior death, resignation, or removal.
Any Director may be removed from office at a meeting called expressly
for that purpose by the vote of Shareholders holding not less than a
majority of the shares entitled to vote at an election of Directors.
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b) Any vacancy occurring in the Board may be filled by the affirmative
vote of the majority of the remaining Directors, though less than a
quorum of the Board, and the term of office of any Director so elected
shall expire at the next Shareholders meeting at which Directors are
elected.
3.4 Quorum: A majority of the number of Directors fixed in accordance with
Section 3.2 of these Bylaws shall constitute a quorum for the transaction of
business. The act of a majority of Directors present at a meeting at which a
quorum is present shall be the act of the Board. If less than a majority is
present at a meeting, the majority of those present may adjourn the meeting
without further notice.
3.5 Annual Meetings of Directors: An annual meeting of the Board shall be held
without notice, other than this Bylaw, immediately after, and at the same place
as, the annual meeting of Shareholders.
3.6 Special Meetings of Directors: Special meetings of Directors may be called
at the request of the President, other duly authorized Officer, or any two
Directors. The person or persons authorized to call special meetings of
Directors may designate the place and time for holding any special meeting of
Directors.
3.7 Notice of Special Meeting: Notice of any special meeting shall be given at
least ten days before the date of the meeting by written notice delivered
personally or mailed to each Director at his or her address of record with the
Corporation. If mailed, notice is deemed to be delivered when deposited in the
United States mail. The attendance of a Director at a meeting shall be deemed to
be a waiver of notice of such meeting unless the Director attends the meeting
for the express purpose of objecting to the transaction of business at the
meeting because the meeting is not properly called or convened. Meetings may be
held at any time without notice if all of the Directors are present, or if those
not present waive notice in writing either before or after the meeting.
3.8 Compensation: By resolution of the Board, Directors may be allowed a fee and
expenses for attendance at all meetings, but nothing herein shall preclude
Directors from serving the Corporation in other capacities and receiving
compensation for such other services.
3.9 Manner of Acting: The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Directors.
3.10 Electronic Meetings: Members of the Board may participate in regular or
special meetings by, or through the use of, any means of communication allowing
all participants to simultaneously hear each other, such as teleconference or
videoconference. If a meeting is conducted by such means, the presiding Officer
shall inform all participating Directors at the commencement of such meeting
that a meeting is taking place at which official business may be transacted. Any
participant in a meeting by such means shall be deemed present in person at such
meeting.
3.11 Executive and Other Committees: The Board may designate committees made up
of Directors from time to time as the Directors see fit. The purpose for which
the committees are formed are to be designated by the Board. The committees may
be dissolved by affirmative vote of the Board. A committee may be authorized to
exercise the authority of the Board, except that a committee may not do the
following:
a) Authorize distributions
b) Fill vacancies on the Board
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c) Amend the Corporation's Articles of Incorporation
d) Adopt, amend, or repeal these Bylaws
e) Approve a plan of a merger not requiring Shareholder approval
f) Authorize or approve issuance or reacquisition of shares, except
according to a method already prescribed by the Board
3.12 Informal Action by Directors: Unless otherwise provided by law, any action
required to be taken at a meeting of Directors, or other action which may be
taken at a meeting of the Directors, may be taken without a meeting if the
Directors give unanimous written consent setting forth the action to be taken
and signed by all Directors entitled to vote on the action.
ARTICLE IV. OFFICERS
4.1 Election of Officers; Terms: The Officers of the Corporation shall consist
of a President, a Secretary, and a Treasurer. Other Officers, including a
Chairman of the Board, Chief Executive Officer, Chief Operating Officer, one or
more Vice Presidents, and assistant and subordinate Officers, may from time to
time be elected by the Board. All Officers shall hold office until the next
annual meeting of the Board and until their successors are elected. Unless
prohibited by State law, any two or more offices may be combined in the same
person as the Board may determine.
4.2 Removal of Officers; Vacancies: Any Officer of the Corporation may be
removed summarily with or without cause, at any time, by the Board. Vacancies
may be filled by the Board.
4.3 Resignations: Any Officer may resign at any time by delivering notice to the
Corporation that complies with State law. The resignation shall be effective
when the notice is delivered, unless the notice specifies a later effective date
and the Corporation accepts the later effective date.
4.4 Duties: The Officers of the Corporation shall have such duties as generally
pertain to their respective offices as well as such powers and duties as are
prescribed by law or are hereinafter provided or as shall be conferred by the
Board.
4.4.1 Duties of the President: Unless otherwise defined by the Board, the
President shall be the Chief Executive Officer of the Corporation and shall be
primarily responsible for the implementation of policies of the Board and shall
have authority over the general management and direction of the business and
operations of the Corporation and its divisions, if any, subject only to the
ultimate authority of the Board. In the absence of the Chairman and the Vice
Chairman of the Board, or if there are no such Officers, the President shall
preside at all corporate meetings. The President may sign and execute, in the
name of the Corporation, share certificates, deeds, mortgages, bonds, contracts,
or other instruments, except in cases where the signing and the execution
thereof shall be expressly delegated by the Board or by these Bylaws to some
other Officer or agent of the Corporation or shall be required by law otherwise
to be signed or executed. In addition, the President shall perform all duties
incident to the office of the President and such other duties as may be assigned
by the Board.
4.4.2 Duties of the Vice President(s): Each Vice President, if any, shall have
such powers and duties as may be assigned to him or her by the President or the
Board. Any Vice President may sign and execute, in the name of the Corporation,
deeds, mortgages, bonds, contracts, or other instruments authorized by the
Board, except where the signing and execution thereof shall be expressly
delegated by the Board or the President to some other Officer or agent of the
Corporation, or shall be required by law or otherwise to be signed or executed.
4.4.3 Duties of the Treasurer: The Treasurer shall have charge of and be
responsible for all funds, securities, receipts, and disbursements of the
Corporation, and shall deposit all monies and securities of the Corporation in
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such banks and depositories as shall be designated by the Board. The Treasurer
shall be responsible for maintaining adequate financial accounts and records in
accordance with generally accepted accounting practices; preparing appropriate
operating budgets and financial statements; preparing and filing all tax returns
required by law; and performing all duties incident to the office of Treasurer,
and such other duties as may be assigned to him or her by the Board, the Finance
Committee, or the President. The Treasurer may sign and execute in the name of
the Corporation share certificates, deeds, mortgages, bonds, contracts, or other
instruments, except in cases where the signing and the execution thereof shall
be expressly delegated by the Board or by these Bylaws to some other Officer or
agent of the Corporation or shall be required by law or otherwise to be signed
or executed.
4.4.4 Duties of the Secretary: The Secretary shall act as Secretary of all
meetings of the Shareholders of the Corporation and, when requested, shall also
act as Secretary of the meetings of the committees of the Board. The Secretary
shall keep and preserve the minutes of all such meetings in permanent books; see
that all notices required to be given by the Corporation are duly given and
served; have custody of the seal of the Corporation and shall affix the seal or
cause it to be affixed to all share certificates of the Corporation and to all
documents the execution of which on behalf of the Corporation under its
corporate seal is duly authorized in accordance with law or the provisions of
these Bylaws. The Secretary shall have custody of all deeds, leases, contracts,
and other important corporate documents; have charge of the books, records, and
papers of the Corporation relating to its organization and management as a
Corporation; see that all reports, statements, and other documents required by
law (except tax returns) are properly filed; and in general perform all the
duties incident to the office of Secretary, and such other duties as may be
assigned by the Board or the President. The Secretary may designate such
subordinate Officers or administrative personnel as desirable, including
Assistant Secretary, with the consent of the Board to carry out the duties of
the office.
4.5 Compensation: The Board shall have authority to fix the compensation of all
Officers of the Corporation.
ARTICLE V. CAPITAL STOCK
5.1 Certificates: Certificates shall represent the interest of each Shareholder
of the Corporation. They shall be numbered and entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and the
number of shares, and shall be signed by the President or a Vice President, and
the Treasurer or the Secretary, and shall bear the corporate seal.
5.2 Lost, Destroyed, and Mutilated Certificates: Holders of the shares of the
Corporation shall immediately notify the Corporation of any loss, destruction,
or mutilation of the certificate thereof, and the Board may in its discretion
cause new certificates for the same number of shares to be issued to such
Shareholder upon the surrender of the mutilated certificate or upon satisfactory
proof of such loss or destruction.
5.3 Transfer of Shares: The shares of the Corporation shall be transferable or
assignable only on the books of the Corporation by the holder in person or by
attorney on surrender of the certificate for such shares duly endorsed and, if
sought to be transferred by attorney, accompanied by a written power of attorney
to have the same transferred on the books of the Corporation. The Corporation
will recognize, however, the exclusive right of the person registered on its
books as the owner of shares to receive dividends and to vote as such owner.
5.4 Consideration for Shares: The Board may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the Corporation, including cash, promissory notes, services performed, contracts
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for services to be performed or other securities of the Corporation. Before the
Corporation issues shares, the Board shall determine that the consideration
received or to be received for the shares is adequate.
5.5 Fixing 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 a dividend payment, or in order to make a determination
of Shareholders for any other proper purpose, the Board may fix in advance a
date as the record date for any such determination of Shareholders. Such date
may not be more than ten days prior to the date on which the particular action,
requiring the determination of Shareholders, is to be taken. If no record date
is designated for the determination of Shareholders entitled to notice of a
meeting of Shareholders or to vote at a meeting of Shareholders, or Shareholders
entitled to receive payment of a dividend, the date on which notices of the
meeting are mailed or the date on which the resolution of the 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 VI. INDEMNIFICATION
6.1 Indemnification: The Corporation shall indemnify each of its Directors,
Officers, and employees whether or not then in service as such, against all
reasonable expenses actually and necessarily incurred by him or her in
connection with the defense or any litigation to which the individual may have
been made a party because he or she is or was a Director, Officer, or employee
of the Corporation. The individual shall have no right to reimbursement,
however, in relation to matters as to which he or she has been adjudged liable
to the Corporation for negligence or misconduct in the performance of his or her
duties, or was derelict in the performance of his or her duty as Director,
Officer, or employee. The right to indemnify for expenses shall also apply to
expenses of suits which are settled if the court having jurisdiction of the
matter shall approve of the settlement.
ARTICLE VII. MISCELLANEOUS PROVISIONS
7.1 Seal: The seal of the Corporation shall consist of a flat-faced circular die
or embossed mark, of which there may be any number of counterparts, on which
there shall be engraved the word "Seal" and the name of the Corporation.
7.2 Fiscal Year: The fiscal year of the Corporation shall end on such date and
shall consist of such accounting periods as may be fixed by the Board.
7.3 Checks, Notes, and Drafts: Checks, notes, drafts, and other orders for the
payment of money shall be signed by persons authorized by the Board. When the
Board of Directors so authorizes, however, the signature of any such person may
be a facsimile.
7.4 Dividends: The Directors may declare, and the Corporation pay, dividends on
its outstanding shares in the manner and upon the terms and conditions provided
by law.
7.5 Amendment of Bylaws:
Unless restricted by the Articles of Incorporation, these Bylaws may be amended
or changed at any meeting of the Board by affirmative vote of a majority of the
number of Directors fixed by these Bylaws. The Shareholders entitled to vote in
respect of the election of Directors, however, shall have the power to rescind,
amend, alter or repeal any Bylaws and to enact Bylaws which, if expressly so
provided, may not be amended, altered or repealed by the Board. Any action taken
or authorized by the Shareholders (or by the Board to the extent such action is
later ratified by the Shareholders), which would be inconsistent with these
Bylaws but is taken, authorized or ratified by not less than the number of
shares required to amend these Bylaws, so that these Bylaws would be consistent
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with such action, shall be given the same effect as though the Bylaws had been
temporarily amended or suspended so far, but only so far, as is necessary to
permit the specific action so taken or authorized.
THE UNDERSIGNED, being all of the Directors of Monte Resources Inc., evidence
their adoption and ratification of the foregoing Bylaws of the Corporation.
Dated: April 28, 2010
/s Ed Morrow
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Director - Ed Morro