EXHIBIT 3.2
By-Laws
OF
INTROBUZZ
ARTICLE I
STOCKHOLDERS
SECTION 1,01 ANNUAL MEETING. The annual meeting of the stockholders of the
corporation shall be held on such date and at such time as designated from time
to time for the purpose or electing directors of the corporation and to transact
all business as may properly come before the meeting. If the election of the
directors is not held on the day designated herein for any annual meeting of the
stockholders, or at any adjournment thereof, the president shall cause the
election to be held at a special meeting of the stockholders as soon thereafter
as is convenient.
SECTION 1.02 SPECIAL MEETING. Special meetings of the stockholders may be
called by the president or the Board of Directors and shall be called by the
president at the written request of the holders of not less than 50% of the
issued and outstanding voting shares of the capital stock of the corporation.
All business lawfully to be transacted by the stockholders may be transacted at
any special meeting or at any adjournment thereof. However, no business shall be
acted upon at a special meeting except that referred to in the notice calling
the meeting, unless all of the outstanding capital stock of the corporation is
represented either in person or in proxy. Where all of the capital stock is
represented, any lawful business may be transacted and the meeting shall be
valid for all purposes. All special meetings may be held telephonically or
electronically with one or more of the stockholders being in contact
telephonically or electronically, should such capabilities be reasonably
available. Any signatures required may be acquired via fax or electronically,
which signatures shall be considered as originals for all purposes.
SECTION 1.03 PLACE OF MEETINGS. Any meeting of the stockholders of the
corporation may be held at its principal office or at such other place in or out
of the United States as the Board of Directors may designate. A waiver of notice
signed by the Stockholders entitled to vote may designate any place for the
holding of the meeting. All special meetings may be held telephonically and/or
electronically with one or more of the stockholders being in contact in such
manner, should such capabilities be reasonably available. Any signatures
required may be acquired via fax or electronically, which signatures shall be
considered as originals for all purposes.
SECTION 1.04 NOTICE OF MEETINGS.
(a) The secretary shall sign and deliver to all stockholders of record
written or printed notice of any meeting at least ten (10) days, but not more
than sixty (60) days, before the date of such meeting. Said notice shall state
the place, date and time of the meeting, the general nature of the business to
be transacted, and, in the case of any meeting at which directors are to be
elected, the names of the nominees, if any, to be presented for election.
(b) In the case of any meeting, any proper business may be presented for
action, except the following items shall be valid only if the general nature of
the proposal is stated in the notice or written waiver of notice:
(1) Action with respect to any contract or transaction between the
corporation and one or more of its directors or officers or another firm,
association, or corporation in which one of its directors or officers has a
material financial interest;
(2) Adoption of amendments to the Articles of Incorporation;
(3) Action with respect to the merger, consolidation, reorganization,
partial or complete liquidation, or dissolution of the corporation.
(c) The notice shall be personally delivered, faxed, emailed or mailed by
first class mail to each stockholder of record at the last known address
thereof, as the same appears on the books of the corporation, and giving of such
notice shall be deemed delivered the date the same is personally delivered,
faxed, emailed or deposited in the United State mail, postage prepaid. If the
address of any stockholder does not appear upon the books of the corporation, it
will be sufficient to address such notice to such stockholder at the principal
office of the corporation.
(d) The written certificate of the person calling any meeting, duly sworn,
setting forth the substance of the notice, the time and place the notice was
mailed, faxed, emailed or personally delivered to the stockholders, and the
addresses to which the notice was mailed, delivered, emailed or faxed shall be
prima facie evidence of the manner and the fact of giving such notice.
SECTION 1.05 WAIVER OF NOTICE. If all of the stockholders of the
corporation waive notice of a meeting, no notice shall be required, and,
whenever all stockholders shall meet in person or by proxy, such meeting shall
be valid for all purposes without call or notice, and at such meeting any
corporate action may be taken.
SECTION 1.06 DETERMINATION OF STOCKHOLDERS OF RECORD.
(a) The Board of Directors may at any time fix a future date as a record
date for the determination of the stockholders entitled to notice of any meeting
or to vote or entitled to receive payment of any dividend or other distribution
or allotment of any rights or entitled to exercise any rights in respect of any
other lawful action. The record date so fixed shall not be more than sixty (60)
days nor less than ten (10) days prior to the date of such meeting nor more than
sixty (60) days nor less than ten (10) days prior to any other action. When a
record date is so fixed, only stockholders of record on that date are entitled
to notice of and to vote at the meeting or to receive the dividend, distribution
or allotment of rights, or to exercise their rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date.
(b) If no record date is fixed by the Board of Directors, then (1) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the business day
next preceding the day on which notice is given or, if notice is waived at the
close of business on the next day preceding the day on which the meeting is
held; (2) the record date for action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
written consent is given; and (3) the record date for determining stockholders
for any other purpose shall be at the close of business on the day in which the
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Board of Directors adopts the resolution relating thereto, or the sixtieth
(60th) day prior to the date of such other action, whichever is later.
SECTION 1.07 VOTING.
(a) Each stockholder of record, or such stockholder's duly authorized proxy
or attorney-in-fact shall be entitled to one (1) vote for each share of voting
stock standing registered in such stockholder's name on the books of the
corporation on the record date.
(b) Except as otherwise provided herein, all votes with respect to shares
standing in the name of an individual on that record date (including pledged
shares) shall be cast only by that individual or that individual's duly
authorized proxy or attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased stockholder, guardian, conservator,
custodian or trustee, votes may be cast by such holder upon proof of capacity,
even though the shares do not stand in the name of such holder. In the case of
shares under the control of a receiver, the receiver may cast in the name of the
receiver provided that the order of the court of competent jurisdiction which
appoints the receiver contains the authority to cast votes carried by such
shares. If shares stand in the name of a minor, votes may be cast only by the
duly appointed guardian of the estate of such minor if such guardian has
provided the corporation with written notice and proof of such appointment.
(c) With respect to shares standing in the name of a corporation on the
record date, votes may be cast by such officer or agent as the bylaws of such
corporation prescribe or. in the absence of an applicable bylaw provision, by
such person as may be appointed by resolution of the Board of Directors of such
corporation. In the event that no person is appointed, such votes of the
corporation may be cast by any person (including the officer making the
authorization) authorized to do so by the Chairman of the Board of Directors,
President, or any Vice-President of such corporation.
(d) Notwithstanding anything to the contrary herein contained, no votes may
be cast for shares owned by this corporation or its subsidiaries, if any. If
shares are held by this corporation or its subsidiaries, if any in a fiduciary
capacity, no votes shall be cast with respect thereto on any matter except to
the extent that the beneficial owner thereof possesses and exercises either a
right to vote or to give the corporation holding the same binding instructions
on how to vote.
(e) With respect to shares standing in the name of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
husband and wife as community property, tenants by the entirety, voting
trustees, persons entitled to vote under a stockholder voting agreement or
otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship with respect to the same shares, votes
may be cast in the following manner:
(1) If only one person votes, the vote of such person binds all.
(2) If more than one person votes, the act of the majority so voting
binds all.
(3) If more than one person votes, but the vote is evenly split on a
particular matter, the votes shall be deemed cast proportionately, as split.
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(f) Any holder of shares entitled to vote on any matter may cast a portion
of the votes in favor of such matter and refrain from casting the remaining
votes or cast the same against the proposal, except in the case in the election
of directors. If such holder entitled to vote fails to specify the number of
affirmative votes, it will be conclusively presumed that the holder is casting
affirmative votes with respect to all shares held.
(g) If a quorum is present, the affirmative vote of the holders of a
majority of the voting shares represented at the meeting and entitled to vote on
the matter shall be the act of the stockholders, unless a vote of greater number
by classes is required by the laws of the State of Nevada, the Articles of
Incorporation or these Bylaws.
SECTION 1.08 QUORUM; ADJOURNED MEETINGS.
(a) At any meeting of the stockholders, a majority of the issued and
outstanding voting shares of the corporation represented in person, or by proxy,
shall constitute a quorum.
(b) If less than a majority of the issued and outstanding voting shares are
represented, a majority of shares so represented may adjourn from time to time
at the meeting, until holders of the amount of stock required to constitute a
quorum shall be in attendance. At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted as
originally called. When a stockholder's meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced to the meeting to which the adjournment is taken, unless
the adjournment is for more than ten (10) days in which event notice thereof
shall be given.
SECTION 1.09 PROXIES. At any meeting of stockholders, any holder of shares
entitled to vote may authorize another person or persons to vote by proxy with
respect to the shares held by an instrument in writing and subscribed to by the
holder of such shares entitled to vote. No proxy shall be valid after the
expiration of six (6) months from or unless otherwise specified in the proxy. In
no event shall the term of a proxy exceed seven (7) years from the date of its
execution. Every proxy shall continue in full force and effect until expiration
or revocation. Revocation may be affected by filing an instrument revoking the
same or a duly executed proxy bearing a later date with the secretary of the
corporation.
SECTION 1.10 ORDER OF BUSINESS. At the annual stockholder's meeting, the
regular order of business shall be substantially as follows:
1. Determination of stockholders present and existence of quorum;
2. Reading and approval of the minutes of the previous meeting or
meetings;
3. Reports of the Board of Directors, the president, treasurer and
secretary of the corporation, in the order named;
4. Reports of committees;
5. Election of directors;
6. Unfinished business;
7. New business; and
8. Adjournment.
SECTION 1.11 ABSENTEES' CONSENT TO MEETINGS. Transactions of any meetings
of the stockholders are valid as though had at a meeting duly held after regular
call and notice of a quorum is present, either in person or by proxy, and if,
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either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy (and those who, although present, either object at
the beginning of the meeting to the transaction of any business because the
meeting has not been lawfully called or convened or expressly object at the
meeting to consideration of matters not included in the notice which are legally
required to be included there), signs and/or electronically transmits a written
waiver of notice and/or consent to the holding of the meeting or an approval of
the minutes thereof. All such waivers, consents, and approvals shall be filed
with the corporate records and made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except that when the person objects at the beginning of the meeting is
not lawfully called or convened and except that attendance at the meeting is not
a waiver of any right to object to consideration of matters not included in the
notice is such objection is expressly made at the beginning. Neither the
business to be transacted at nor the purpose of any regular or special meeting
of stockholders need be specified in any written waive of notice, except as
otherwise provided in section 1.04(b) of these bylaws.
SECTION 1.12 ACTION WITHOUT MEETING. Any action, except the election of
directors, which may be taken by the vote of the stockholders at a meeting, may
be taken without a meeting if consented to by the holders of a majority of the
shares entitled to vote or such greater proportion as may be required by the
laws of the State of Nevada, the Articles of Incorporation, or these Bylaws.
Whenever action is taken by written consent, a meeting of stockholders need not
be called or noticed.
SECTION 1.13 TELEPHONIC MESSAGES. Meeting of the stockholders may be held
through the use of conference telephone or similar communications equipment,
email or instant mail as long as all members participating in such meeting can
communicate with one another at the time of such meeting. Participation in such
meeting constitutes presence in person at such meeting.
ARTICLE II
DIRECTORS
SECTION 2.01 NUMBER, TENURE, AND QUALIFICATION. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of at
least one (1) and no more than Seven (7) persons, who shall be elected at the
annual meeting of the stockholders of the corporation and who shall hold office
for one (1) year or until his or her successor or successors are elected and
qualify. If, at any time, the number of the stockholders of the corporation is
less than one hundred (100), the Board of Directors may consist of one person. A
director need not be a stockholder of the corporation.
SECTION 2.02 RESIGNATION. Any director may resign effective upon giving
written notice to the Chairman of the Board of Directors, the president or the
secretary of the corporation, unless the notice specified at a later time for
effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board of
Directors or the stockholders may elect a successor to take office when the
resignation becomes effective.
SECTION 2.03 CHANGE IN NUMBER. Subject to the limitations of the laws of
the State of Nevada, the Articles of Incorporation or Section 2.01 of these
Bylaws, the number of directors may be changed from time to time by resolution
adopted by the Board of Directors.
SECTION 2.04 REDUCTION IN NUMBER. No reduction of the number of directors
shall have the effect of removing any director prior to the expiration of his
term of office.
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SECTION 2.05 REMOVAL.
(a) The Board of Directors of the corporation, by majority vote, may
declare vacant the office of a director who has been declared incompetent by an
order of a court of competent jurisdiction, convicted of a felony, suspected of
misfeasance, malfeasance, immoral acts or otherwise brings disrespect or undue
negative impact upon the corporation.
(b) Any director may be removed from office, with or without cause, by the
vote or written consent of stockholders representing not less than fifty percent
of the issued and outstanding voting capital stock of the corporation.
SECTION 2.06 VACANCIES.
(a) A vacancy in the Board of Directors because of death, resignation,
removal, change in the number of directors, or otherwise may be filled by the
stockholders at any regular or special meeting or any adjourned meeting thereof
(but not by written consent) or the remaining director(s) of the affirmative
vote of a majority thereof. Each successor so elected shall hold office until
the next annual meeting of stockholders or until a successor shall have been
duly elected and qualified.
(b) If, after the filling of any vacancy by the directors, the directors
then in office who have been elected by the stockholders shall constitute less
than a majority of the directors then in office, any holder or holders of an
aggregate of five percent (5%) or more of the total number of shares entitled to
vote may call a special meeting of the stockholders to be held to elect the
entire Board of Directors. The term of office of any director shall terminate
upon the election of a successor.
SECTION 2.07 REGULAR MEETINGS. As much as possible, immediately following
the adjournment of, and at the same place as, the annual meeting of the
stockholders, the Board of Directors, including directors newly elected, shall
hold its annual meeting without notice other than the provision to elect
officers of the corporation and to transact such further business as may be
necessary or appropriate. The Board of Directors may provide by resolution the
place, date, and hour for holding additional regular meetings.
SECTION 2.08 SPECIAL MEETINGS. Special meeting of the Board of Directors
may be called by the Chairman and shall be called by the Chairman upon request
of any two (2) directors or the president of the corporation.
SECTION 2.09 PLACE OF MEETINGS. Any meeting of the directors of the
corporation may be held at the corporation's principal office or at such other
place in or out of the United States as the Board of Directors may designate. A
waiver of notice signed by the directors may designate any place for holding of
such meeting. Any directors' meetings may be held telephonically or by any other
electronic means with ONE or more of the directors being in such contact, should
such capabilities be reasonably available. Any signatures required may be
acquired via fax or electronically, which signatures shall be considered as
originals for all purposes.
SECTION 2.10 NOTICE OF MEETINGS. Except as otherwise provided in Section
2.07, the Chairman shall deliver to all directors written or printed notice of
any special meeting, at least 48 hours before the time of such meeting, by
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delivery of such notice personally, via fax, email or mailing such notice first
class mail or by telegram. If mailed, the notice shall be deemed delivered two
(2) business days following the date the same is deposited in the United States
mail, postage prepaid. Any director may waive notice of such a meeting, and the
attendance of a director at such a meeting shall constitute a waiver of notice
of such meeting, unless such attendance is for the express purpose of objecting
to the transaction of business thereat because the meeting is not properly
called or convened.
SECTION 2.11 QUORUM; ADJOURNED MEETINGS.
(a) A majority of the Board of Directors in office shall constitute a
quorum.
(b) At any meeting of the Board of Directors where a quorum is present, a
majority of those present may adjourn, from time to time, until a quorum is
present, and no notice of such adjournment shall be required. At any adjourned
meeting where a quorum is present, any business may be transacted which could
have been transacted at the meeting originally called.
SECTION 2.12 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if a written consent thereto is signed by all of the
members of the Board of Directors or of such committee, or if such written
consent is confirmed or acknowledged via email or fax. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board of
Directors or committee. Such action by written consent shall have the same force
and effect as the majority vote of the Board of Directors or committee.
SECTION 2.13 ELECTRONIC MEETINGS. Meetings of the Board of Directors may be
held through the use of a conference telephone or similar communications
equipment such as email, instant messaging or similar communication so long as
all members participating in such meeting can communicate with one another at
the time of such meeting. Participation in such a meeting constitutes presence
in person at such meeting. Each person participating in the meeting shall sign
the minutes thereof, which may be in counterparts. Approval of said meeting may
be accomplished via email or fax.
SECTION 2.14 BOARD DECISIONS. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION 2.15 POWERS AND DUTIES.
(a) Except as otherwise provided in the Articles of Incorporation or the
laws of the State of Nevada, the Board of Directors is invested with complete
and unrestrained authority to manage the affairs of the corporation, and is
authorized to exercise for such purpose as the general agent of the corporation,
its entire corporate authority in such a manner as it sees fit. The Board of
Directors may delegate any of its authority to manage, control or conduct the
current business of the corporation to any standing or special committee or to
any officer or agent and to appoint any persons to be agents of the corporation
with such powers including the power to sub delegate and upon such terms as my
be deemed fit.
(b) The Board of Directors shall present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the
stockholders at a special meeting of the stockholders, a full and clear
statement of the condition of the corporation, and shall, at request, furnish
each of the stockholders with a true copy thereof.
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(c) The Board of Directors, in its discretion, may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or
any special meeting properly called for the purpose of considering any such
contract or act, provide a quorum is preset. The contract or act shall be valid
and binding upon the corporation and upon all stockholders thereof, if approved
and ratified by the affirmative vote of a majority of the stockholders at such
meeting.
(d) The Board of Directors may ratify a "Related Transaction" by a majority
vote of the disinterested directors that are voting at any Special or Regularly
scheduled board meeting. A Related Transaction is defined as a material
agreement, contract, or other transaction between a current officer, director,
or shareholder of the Corporation and the Corporation itself. Additionally,
under no circumstances may the Related Transaction that is ratified be on less
favorable terms to the Company that it would have it been negotiated with an
unrelated third party.
SECTION 2.16 COMPENSATION. The directors shall be allowed and paid or
reimbursed all necessary expenses incurred in attending any meetings of the
Board of Directors and shall be entitle to receive such compensation for their
services as directors as shall be determined form time to time by the Board of
Directors or any committee thereof.
SECTION 2.17 BOARD OF DIRECTORS.
(a) At its annual meeting, the Board of Directors shall elect, from among
its members, a Chairman to preside at meetings of the Board of Directors. The
Board of Directors may also elect such other board officers as it may, from time
to time, determine advisable.
(b) Any vacancy in any board office because of death, resignation, removal
or otherwise may be filled be the Board of Directors for the unexpired portion
of the term of such office.
SECTION 2.18 ORDER OF BUSINESS. The order of business at any meeting of the
Board of Directors shall be substantially as follows:
1. Determination of members present and existence of quorum;
2. Reading and approval of minutes of any previous meeting or meetings;
3. Reports of officers and committeemen:
4. Election of officers (annual meeting);
5. Unfinished business;
6. New business; and
7. Adjournment.
ARTICLE III
OFFICERS
SECTION 3.01 ELECTION. The Board of Directors, at its first meeting
following the annual meeting of shareholders, shall elect a President, a
Secretary and a Treasurer to hold office for a term of one (1) year and until
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their successors are elected and qualified. Any person may hold two or more
offices. The Board of Directors may, from time to time, by resolution, appoint
one or more Vice-Presidents. Assistant Secretaries. Assistant Treasurers and
transfer agents of the corporation, as it may deem advisable, prescribe their
duties and/or fix their compensation.
SECTION 3.02 REMOVAL; RESIGNATION. Any officer or agent elected or
appointed by the Board of Directors may be removed by it with or without cause.
Any office may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under contract to which the
resigning officer is a party.
SECTION 3.03 VACANCIES. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired term or such office.
SECTION 3.04 PRESIDENT. The President shall be deemed the general manager
and executive officer of the corporation, subject to the supervision and control
of the Board of Directors, and shall direct the corporate affairs, with full
power to execute all resolutions and orders of the Board of Directors not
especially entrusted to some other officer of the corporation. The President, or
his designee, shall preside at all meetings of the stockholders and shall
perform such other duties as shall be prescribed by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the President, or his
designee shall have the full power and authority on behalf of the corporation to
attend, act and vote at meetings of the stockholders of any corporation in which
the corporation may hold stock and, at such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership of such stock.
The Board of Directors, by resolution from time to time, may confer like powers
on any person or persons in place of the President to represent the corporation
for these purposes.
SECTION 3.05 VICE PRESIDENT. The Board of Directors may elect one or more
Vice Presidents who shall be vested with all the powers and perform all the
duties of the President whenever the President is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the Vice President shall perform such other duties as shall be prescribed by
the Board of Directors.
SECTION 3.06 SECRETARY. The Secretary shall keep the minutes of all
meetings of the stockholders and the Board of Directors in books provide for
that purpose. The secretary shall attend to the giving and service of all
notices of the corporation, may sign with the President in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge of stock certificate books, transfer books and stock ledgers,
and such other books and papers as the Board of Directors or appropriate
committee may direct, and shall, in general, perform all duties incident to the
office of the Secretary. All corporate books kept by the Secretary shall be open
for examination by any director at any reasonable time.
SECTION 3.07 ASSISTANT SECRETARY. The Board of Directors may appoint an
Assistant Secretary who shall have such powers and perform such duties as may be
prescribed for him by the Secretary of the corporation or by the Board of
Directors.
SECTION 3.08 TREASURER. The Treasurer shall be the chief financial officer
of the corporation, subject to the supervision and control of the Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the Treasurer shall endorse on behalf of
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the corporation for collection checks, notes, and other obligations, and shall
deposit all moneys to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments by the corporation. Unless otherwise
specified by the Board of Directors, the Treasurer shall sign with the President
all bills of exchange and promissory notes of the corporation, shall also have
the care and custody of the stocks, bonds, certificates, vouchers, evidence of
debts, securities, and such other property belonging to the corporation as the
Board of Directors shall designate, and shall sign all papers required by law,
by these Bylaws, or by the Board of Directors to be signed by the Treasurer. The
Treasurer shall enter regularly in the books of the corporation, to be kept for
that purpose, full and accurate accounts of all moneys received and paid on
account of the corporation and, whenever required by the Board of Directors, the
Treasurer shall render a statement of any or all accounts. The Treasurer shall
at all reasonable times exhibit the books of account to any directors of the
corporation and shall perform all acts incident to the position of the Treasurer
subject to the control of the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give bond to
the corporation in such sum and with such security as shall be approved by the
Board of Directors for the faithful performance of all the duties of Treasurer
and for restoration to the corporation, in the event of the Treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.
SECTION 3.09. ASSISTANT TREASURER. The Board of Directors may appoint an
Assistant Treasurer who shall have such powers and perform such duties as may be
prescribed by the Treasurer of the corporation or by the Board of Directors, and
the Board of Directors may require the Assistant Treasurer to give a bond to the
corporation in such sum and with such security as it may approve, for the
faithful performance of the duties of Assistant Treasurer, and for restoration
to the corporation, in the event of the Assistant Treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
SECTION 4.01 ISSUANCE. Shares of capital stock of the corporation shall be
issued in such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors. Additionally, the Board of Directors of
the corporation may not cause a reverse split of the outstanding common stock of
the corporation without an affirmative vote of the holders of 50% of the capita]
stock of the corporation entitled to vote or by the consent of the stockholders
in accordance with Section 1.12 of these Bylaws.
SECTION 4.02 CERTIFICATES. Ownership in the corporation shall be evidenced
by certificates for shares of the stock in such form as shall be prescribed by
the Board of Directors, shall be under the seal of the corporation and shall be
signed by the President or a Vice-President and also by the Secretary or an
Assistant Secretary. Each certificate shall contain the then name of the record
holder, the number, designation, if any, class or series of shares represented,
a statement of summary of any applicable rights, preferences, privileges or
restrictions thereon, and a statement that the shares are assessable, if
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applicable. All certificates shall be consecutively numbered. The name, address
and federal tax identification number of the stockholder, the number of shares,
and the date of issue shall be entered on the stock transfer books of the
corporation.
SECTION 4.03 SURRENDER; LOST OR DESTROYED CERTIFICATES. All certificates
surrendered to the corporation, except those representing shares of treasury
stock, shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefore. However, any stockholder applying for the issuance of a stock
certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and if required by the Board of Directors, an
indemnity bond in any amount and upon such terms as the Treasurer, or the Board
of Directors, shall require. In no case shall the bond be in an amount less than
twice the current market value of the stock and it shall indemnify the
corporation against any loss, damage, cost or inconvenience arising as a
consequence of the issuance of a replacement certificate.
SECTION 4.04 REPLACEMENT CERTIFICATE. When the Articles of Incorporation
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, including, without limitation, the merger or
consolidation of the corporation with another corporation or the reorganization
of the corporation, to cancel any outstanding certificate for shares and issue a
new certificate for shares, the corporation shall issue an order for
stockholders of record, to surrender and exchange the same for new certificates
within a reasonable time to be fixed by the Board of Directors. The order may
provide that a holder of any certificate (s) ordered to be surrendered shall not
be entitled to vote, receive dividends or exercise any other rights of
stockholders until the holder has complied with the order, provided that such
order operates to suspend such rights only after notice and until compliance.
SECTION 4.05 TRANSFER OF SHARES. No transfer of stock shall be valid as
against the corporation except on surrender and cancellation of the certificates
therefore accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer on the books of the
corporation.
SECTION 4.06 TRANSFER AGENT. The Board of Directors may appoint, or
delegate the ability to appoint, one or more transfer agents and registrars of
transfer and may require all certificates for shares of stock to bear the
signature of such transfer agent and such registrar of transfer.
SECTION 4.07 STOCK TRANSFER BOOKS. The stock transfer books shall be closed
for a period of at least ten (10) days prior to all meetings of the stockholders
and shall be closed for the payment of dividends as provided in Article V hereof
and during such periods as, from time to time, may be fixed by the Board of
Directors, and, during such periods, no stock shall be transferable.
SECTION 4.08 MISCELLANEOUS. The Board of Directors shall have the power and
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the capital stock of the corporation.
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ARTICLE V
DIVIDENDS
SECTION 5.01 DIVIDENDS. Dividends may be declared, subject to the
provisions of the laws of the State of Nevada and the Articles of Incorporation,
by the Board of Directors at any regular or special meeting and may be paid in
cash, property, shares of the corporation stock, or any other medium. The Board
of Directors may fix in advance a record date, as provided in Section 1.06 of
these Bylaws, prior to the dividend payment for purpose of determining
stockholders entitled to receive payment of any dividend. The Board of Directors
may close the stock transfer books for such purpose for a period of not more
than ten (10) days prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS, REPORTS; SEAL AND FINANCIAL MATTERS
SECTION 6.01 PRINCIPAL OFFICE. The principal office of the corporation
shall be as directed by the Board of Directors and The Board of Directors may
from time to time, by resolution, change the location of the principal office.
The corporation may also maintain an office or offices at such other place or
places, either within or without the State of Nevada, as may be resolved, from
time to time, by the Board of Directors.
SECTION 6.02 RECORDS. The stock transfer books and a certified copy of the
Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of
the proceedings of stockholders, the Board of Directors, and Committees of the
Board of Directors shall be kept at the principal office of the corporation for
the inspection of all who have the right to see the same and for the transfer of
stock. All other books of the corporation shall be kept at such places as may be
prescribed by the Board of Directors.
SECTION 6.03 FINANCIAL REPORT ON REQUEST. Any stockholder or stockholders
holding at least five percent (5%) of the outstanding shares of any class of
Stock may make A Written request for an income statement of the corporation for
the three (3) month, six (6) month or nine (9) month period of the current
fiscal year ended more than thirty (30) days prior to the date of the request
and a balance sheet of the corporation as of the end of such period. In
addition, if no annual report of the last fiscal year has been sent to
stockholders, such stockholder or stockholders may make a request for a balance
sheet as of the end of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year. The statements shall be
delivered or mailed to the person making the request within thirty (30) days
thereafter. A copy of the statements shall be kept on file in the principal
office of the corporation for twelve (12) months, and such copies shall be
exhibited at all reasonable times to any stockholder demanding an examination of
them or a copy shall be mailed to each stockholder. Upon request by any
stockholder, there shall be mailed to the stockholder a copy of the last annual,
semiannual or quarterly income statement which it has prepared and a balance
sheet as of the end of the period. The financial statements referred to in this
Section 6.03 shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.
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SECTION 6.04 RIGHT OF INSPECTION.
(a) The accounting and records and minutes of proceedings of the
stockholders and the Board of Directors shall be open to inspection upon the
written demand of any stockholder or holder of a voting trust certificate at any
reasonable time during usual business hours for a purpose reasonably related to
such holder's interest as a stockholder or as the holder of such voting trust
certificate. This right of inspection shall extend to the records of the
subsidiaries, if any, of the corporation. Such inspection may be made in person
or by agent or attorney, and the right of inspection includes the right to copy
and make extracts.
(b) Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation and/or its subsidiary corporations.
Such inspection may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.
SECTION 6.05 CORPORATE SEAL. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.
SECTION 6.06 FISCAL YEAR-END. The fiscal year-end of the corporation shall
be such date as may be fixed from time to time by resolution by the Board of
Directors.
SECTION 6.07 RESERVES. The Board of Directors may create, by resolution,
out of the earned surplus of the corporation such reserves as the directors may,
from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends or to repair or maintain any property of
the corporation, or for such other purposes as the Board of Directors may deem
beneficial to the corporation, and the directors may modify or abolish any such
reserves in the manner in which they were created.
SECTION 6.08 PAYMENTS TO OFFICERS OR DIRECTORS. Any payments made to an
officer or director of the corporation, such as salary, commission, bonus,
interest, rent or entertainment expense, which shall be disallowed by the
Internal Revenue Service in whole or in part as a deductible expense by the
corporation, shall be reimbursed by such officer or director to the corporation
to the full extent of such disallowance. It shall be the duty of the Board of
Directors to enforce repayment of each such amount disallowed. In lieu of direct
reimbursement by such officer or director, the Board of Directors may withhold
future compensation to such officer or director until the amount owed to the
corporation has been recovered.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01 IN GENERAL. Subject to Section 7.02, the corporation may
indemnify any director, officer, employee or agent of the corporation, or any
individual serving in any such capacity who is deemed to have acted in good
faith on behalf of the corporation, any other entity or enterprise at the
request of the corporation, against any and all legal expenses (including
attorneys' fees and costs), claims and/or liabilities arising out of any suit or
proceeding, except an action by or in the right of the corporation.
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SECTION 7.02 LACK OF GOOD FAITH; CRIMINAL CONDUCT. The corporation, in it's
sole discretion, may, but shall not be required to, indemnify any individual,
including any director or officer, where such person acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, where
there was not reasonable cause to believe the conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order or settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, there
was reasonable cause to believe that the conduct was unlawful.
SECTION 7.03 SUCCESSFUL DEFENSE OF ACTIONS. The corporation may reimburse
or otherwise indemnify any director, officer, employee, or agent against legal
expenses (including attorneys' fees and costs) actually and reasonably incurred
in connection with defense of any action, suit, or proceeding herein above
referred to, whether or not such person is successful on the merits.
SECTION 7.04 AUTHORIZATION. Indemnification shall be made by the
corporation only when authorized in the specific case and upon a determination
that indemnification is proper by:
(1) A majority of the stockholders;
(2) A majority vote of a quorum of the Board of Directors, consisting of
directors who were not parties to the action, suit, or proceeding.
SECTION 7.05 ADVANCING EXPENSES. Expenses incurred in defending any action,
suit, or proceeding may be paid by the corporation in advance of the final
disposition, when authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the person defending to repay such advances if
indemnification is not ultimately available under these provisions.
SECTION 7.06 CONTINUING INDEMNIFICATION. The indemnification provided by
these Bylaws shall continue as to a person who has ceased to be director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
SECTION 7.07 INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the corporation or who is or was serving at the request of the corporation in
any capacity against any liability asserted.
ARTICLE VIII
BYLAWS
SECTION 8.01 AMENDMENT. These Bylaws may be altered, amended or repealed at
any regular meeting of the Board of Directors without prior notice, or at any
special meeting of the Board of Directors if notice of such alteration,
amendment or repeal is contained in the notice of such alteration, amendment or
repeal be contained in the notice of such special meeting. These Bylaws may also
be altered, amended, or repealed at a meeting of the stockholders at which a
quorum is present by the affirmative vote of the holders of 51% of the capital
stock of the corporation entitled to vote or by the consent of the stockholders
in accordance with Section 1.12 of these Bylaws. The stockholders may provide by
resolution that any Bylaw provision repealed, amended, adopted or altered by
them may not be repealed amended, adopted or altered by the Board of Directors.
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CERTIFICATION
I, the undersigned, being the duly elected secretary of the corporation, do
hereby certify- that the foregoing Bylaws were adopted by the Board of Directors
the 6th day of May 2008.
/s/ John Kueber
---------------------------------------
John Kueber
Secretary
CORPORATE SEAL
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