Exhibit 3.2

 

BYLAWS

 

OF

 

SKODA VENTURES INC.

 

I. SHAREHOLDER'S MEETING.

 

.01 ANNUAL MEETINGS.

 

The annual meeting of the shareholders of this Corporation, for the purpose of

election of Directors and for such other business as may come before it, shall

be held at the registered office of the Corporation, or such other places,

either within or without the State of Nevada, as may be designated by the notice

of the meeting, on the first week in January of each and every year, at 1:00

p.m., commencing in 2013 but in case such day shall be a legal holiday, the

meeting shall be held at the same hour and place on the next succeeding day not

a holiday.

 

.02 SPECIAL MEETING.

 

Special meetings of the shareholders of this Corporation may be called at any

time by the holders of ten percent (10%) of the voting shares of the

Corporation, or by the President, or by the Board of Directors or a majority

thereof. No business shall be transacted at any special meeting of shareholders

except as is specified in the notice calling for said meeting. The Board of

Directors may designate any place, either within or without the State of Nevada,

as the place of any special meeting called by the president or the Board of

Directors, and special meetings called at the request of shareholders shall be

held at such place in the State of Nevada, as may be determined by the Board of

Directors and placed in the notice of such meeting.

 

.03 NOTICE OF MEETING.

 

Written notice of annual or special meetings of shareholders 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 given by the secretary or

persons authorized to call the meeting to each shareholder of record entitled to

vote at the meeting. Such notice shall be given not less than ten (10) nor more

than fifty (50) days prior to the date of the meeting, and such notice shall be

deemed to be delivered when deposited in the United States mail addressed to the

shareholder at his/her address as it appears on the stock transfer books of the

Corporation.

 

.04 WAIVER OF NOTICE.

 

Notice of the time, place, and purpose of any meeting may be waived in writing

and will be waived by any shareholder by his/her attendance thereat in person or

by proxy. Any shareholder so waiving shall be bound by the proceedings of any

such meeting in all respects as if due notice thereof had been given.

 

.05 QUORUM AND ADJOURNED MEETINGS.

 

A majority of the outstanding shares of the Corporation entitled to vote,

represented in person or by proxy, shall constitute a quorum at a meeting of

shareholders. A majority of the shares represented at a meeting, even if less

than a quorum, may adjourn the meeting from time to time without further notice.

At such adjourned meeting at which a quorum shall be present or represented, any

business may be transacted which might have been transacted at the meeting as

originally notified. The shareholders present at a duly organized meeting may

continue to transact business until adjournment, notwithstanding the withdrawal

of enough shareholders to leave less than a quorum.

 

.06 PROXIES.

 

At all meetings of shareholders, a shareholder may vote by proxy executed in

writing by the shareholder or by his/her duly authorized attorney in fact. Such

proxy shall be filed with the secretary of the Corporation before or at the time

of the meeting. No proxy shall be valid after eleven (11) months from the date

of its execution, unless otherwise provided in the proxy.

 

.07 VOTING OF SHARES.

 

Except as otherwise provided in the Articles of Incorporation or in these

Bylaws, every shareholder of record shall have the right at every shareholder's

meeting to one (1) vote for every share standing in his/her name on the books of

the Corporation, and the affirmative vote of a majority of the shares

represented at a meeting and entitled to vote thereat shall be necessary for the

adoption of a motion or for the determination of all questions and business

which shall come before the meeting.

 

II. DIRECTORS.

 

.01 GENERAL POWERS.

 

The business and affairs of the Corporation shall be managed by its Board of

Directors.

 

.02 NUMBER, TENURE AND QUALIFICATIONS.

 

The number of Directors of the Corporation shall be not less than one nor more

than thirteen. Each Director shall hold office until the next annual meeting of

shareholders and until his/her successor shall have been elected and qualified.

Directors need not be residents of the State of Nevada or shareholders of the

Corporation.

 

.03 ELECTION.

 

The Directors shall be elected by the shareholders at their annual meeting each

year; and if, for any cause the Directors shall not have been elected at an

annual meeting, they may be elected at a special meeting of shareholders called

for that purpose in the manner provided by these Bylaws.

 

.04 VACANCIES.

 

In case of any vacancy in the Board of Directors, the remaining Directors,

whether constituting a quorum or not, may elect a successor to hold office for

the unexpired portion of the terms of the Directors whose place shall be vacant,

and until his/her successor shall have been duly elected and qualified. Further,

the remaining Directors may fill any empty seats on the Board of Directors even

if the empty seats have never been occupied.

 

.05 RESIGNATION.

 

Any Director may resign at any time by delivering written notice to the

secretary of the Corporation.

 

.06 MEETINGS.

 

At any annual, special or regular meeting of the Board of Directors, any

business may be transacted, and the Board may exercise all of its powers. Any

such annual, special or regular meeting of the Board of Directors of the

Corporation may be held outside of the State of Nevada, and any member or

members of the Board of Directors of the Corporation may participate in any such

meeting by means of a conference telephone or similar communications equipment

by means of which all persons participating in the meeting can hear each other

at the same time; the participation by such means shall constitute presence in

person at such meeting.

 

A. ANNUAL MEETING OF DIRECTORS.

 

Annual meetings of the Board of Directors shall be held immediately after

the annual shareholders' meeting or at such time and place as may be

determined by the Directors. No notice of the annual meeting of the Board

of Directors shall be necessary.

 

B. SPECIAL MEETINGS.

 

Special meetings of the Directors shall be called at any time and place

upon the call of the president or any Director. Notice of the time and

place of each special meeting shall be given by the secretary, or the

persons calling the meeting, by mail, radio, telegram, or by personal

communication by telephone or otherwise at least one (1) day in advance of

the time of the meeting. The purpose of the meeting need not be given in

the notice. Notice of any special meeting may be waived in writing or by

telegram (either before or after such meeting) and will be waived by any

Director in attendance at such meeting.

 

C. REGULAR MEETINGS OF DIRECTORS.

 

Regular meetings of the Board of Directors shall be held at such place and

on such day and hour as shall from time to time be fixed by resolution of

the Board of Directors. No notice of regular meetings of the Board of

Directors shall be necessary.

 

.07 QUORUM AND VOTING.

 

A majority of the Directors presently in office shall constitute a quorum for

all purposes, but a lesser number may adjourn any meeting, and the meeting may

be held as adjourned without further notice. At each meeting of the Board at

which a quorum is present, the act of a majority of the Directors present at the

meeting shall be the act of the Board of Directors. The Directors present at a

duly organized meeting may continue to transact business until adjournment,

notwithstanding the withdrawal of enough Directors to leave less than a quorum.

 

.08 COMPENSATION.

 

By resolution of the Board of Directors, the Directors may be paid their

expenses, if any, of attendance at each meeting of the Board of Directors and

may be paid a fixed sum for attendance at each meeting of the Board of Directors

or a stated salary as Director. No such payment shall preclude any Director from

serving the Corporation in any other capacity and receiving compensation

therefor.

 

.09 PRESUMPTION OF ASSENT.

 

A Director of the Corporation who is present at a meeting of the Board of

Directors at which action on any corporate matter is taken shall be presumed to

have assented to the action taken unless his/her dissent shall be entered in the

minutes of the meeting or unless he/she shall file his/her written dissent to

such action with the person acting as the secretary of the meeting before the

adjournment thereof or shall forward such dissent by registered mail to the

secretary of the Corporation immediately after the adjournment of the meeting.

Such right to dissent shall not apply to a Director who voted in favor of such

action.

 

.10 EXECUTIVE AND OTHER COMMITTEES.

 

The Board of Directors, by resolution adopted by a majority of the full Board of

Directors, may designate from among its members an executive committee and one

of more other committees, each of which, to the extent provided in such

resolution, shall have and may exercise all the authority of the Board of

Directors, but no such committee shall have the authority of the Board of

Directors, in reference to amending the Articles of Incorporation, adoption a

plan of merger or consolidation, recommending to the shareholders the sale,

lease, exchange, or other disposition of all of substantially all the property

and assets of the dissolution of the Corporation or a revocation thereof,

designation of any such committee and the delegation thereto of authority shall

not operate to relieve any member of the Board of Directors of any

responsibility imposed by law.

 

.11 CHAIRMAN OF BOARD OF DIRECTORS.

 

The Board of Directors may, in its discretion, elect a chairman of the Board of

Directors from its members; and, if a chairman has been elected, he/she shall,

when present, preside at all meetings of the Board of Directors and the

shareholders and shall have such other powers as the Board may prescribe.

 

.12 REMOVAL.

 

Directors may be removed from office with or without cause by a vote of

shareholders holding a majority of the shares entitled to vote at an election of

Directors.

 

III. ACTIONS BY WRITTEN CONSENT.

 

Any corporate action required by the Articles of Incorporation, Bylaws, or the

laws under which this Corporation is formed, to be voted upon or approved at a

duly called meeting of the Directors or shareholders may be accomplished without

a meeting if a written memorandum of the respective Directors or shareholders,

setting forth the action so taken, shall be signed by all the Directors or

shareholders, as the case may be.

 

IV. OFFICERS.

 

.01 OFFICERS DESIGNATED.

 

The Officers of the Corporation shall be a president, one or more vice

presidents (the number thereof to be determined by the Board of Directors), a

secretary and a treasurer, each of whom shall be elected by the Board of

Directors. Such other Officers and assistant officers as may be deemed necessary

may be elected or appointed by the Board of Directors. Any Officer may be held

by the same person, except that in the event that the Corporation shall have

more than one director, the offices of president and secretary shall be held by

different persons.

 

.02 ELECTION, QUALIFICATION AND TERM OF OFFICE.

 

Each of the Officers shall be elected by the Board of Directors. None of said

Officers except the president need be a Director, but a vice president who is

not a Director cannot succeed to or fill the office of president. The Officers

shall be elected by the Board of Directors. Except as hereinafter provide, each

of said Officers shall hold office from the date of his/her election until the

next annual meeting of the Board of Directors and until his/her successor shall

have been duly elected and qualified.

 

.03 POWERS AND DUTIES.

 

The powers and duties of the respective corporate Officers shall be as follows:

 

A. PRESIDENT.

 

The president shall be the chief executive Officer of the Corporation and,

subject to the direction and control of the Board of Directors, shall have

general charge and supervision over its property, business, and affairs.

He/she shall, unless a Chairman of the Board of Directors has been elected

and is present, preside at meetings of the shareholders and the Board of

Directors.

 

B. VICE PRESIDENT.

 

In the absence of the president or his/her inability to act, the senior

vice president shall act in his place and stead and shall have all the

powers and authority of the president, except as limited by resolution of

the Board of Directors.

 

C. SECRETARY.

 

The secretary shall:

 

1. Keep the minutes of the shareholder's and of the Board of Directors

meetings in one or more books provided for that purpose;

 

2. See that all notices are duly given in accordance with the provisions

of these Bylaws or as required by law;

 

3. Be custodian of the corporate records and of the seal of the

Corporation and affix the seal of the Corporation to all documents as

may be required;

 

4. Keep a register of the post office address of each shareholder which

shall be furnished to the secretary by such shareholder;

 

5. Sign with the president, or a vice president, certificates for shares

of the Corporation, the issuance of which shall have been authorized

by resolution of the Board of Directors;

 

6. Have general charge of the stock transfer books of the corporation;

and,

 

7. In general perform all duties incident to the office of secretary and

such other duties as from time to time may be assigned to him/her by

the president or by the Board of Directors.

 

D. TREASURER.

 

Subject to the direction and control of the Board of Directors, the

treasurer shall have the custody, control and disposition of the funds and

securities of the Corporation and shall account for the same; and, at the

expiration of his/her term of office, he/she shall turn over to his/her

successor all property of the Corporation in his/her possession.

 

E. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

 

The assistant secretaries, when authorized by the Board of Directors, may

sign with the president or a vice president certificates for shares of the

Corporation the issuance of which shall have been authorized by a

resolution of the Board of Directors. The assistant treasurers shall,

respectively, if required by the Board of Directors, give bonds for the

faithful discharge of their duties in such sums and with such sureties as

the Board of Directors shall determine. The assistant secretaries and

assistant treasurers, in general, shall perform such duties as shall be

assigned to them by the secretary or the treasurer, respectively, or by the

president or the Board of Directors.

 

.04 REMOVAL.

 

The Board of Directors shall have the right to remove any Officer whenever in

its judgment the best interest of the Corporation will be served thereby.

 

.05 VACANCIES.

 

The Board of Directors shall fill any office which becomes vacant with a

successor who shall hold office for the unexpired term and until his/her

successor shall have been duly elected and qualified.

 

.06 SALARIES.

 

The salaries of all Officers of the Corporation shall be fixed by the Board of

Directors.

 

V. SHARE CERTIFICATES

 

.01 FORM AND EXECUTION OF CERTIFICATES.

 

Certificates for shares of the Corporation shall be in such form as is

consistent with the provisions of the Corporation laws of the State of Nevada.

They shall be signed by the president and by the secretary, and the seal of the

Corporation shall be affixed thereto. Certificates may be issued for fractional

shares.

 

.02 TRANSFERS.

 

Shares may be transferred by delivery of the certificates therefor, accompanied

either by an assignment in writing on the back of the certificates or by a

written power of attorney to assign and transfer the same signed by the record

holder of the certificate. Except as otherwise specifically provided in these

Bylaws, no shares shall be transferred on the books of the Corporation until the

outstanding certificate therefor has been surrendered to the Corporation.

 

.03 LOSS OR DESTRUCTION OF CERTIFICATES.

 

In case of loss or destruction of any certificate of shares, another may be

issued in its place upon proof of such loss or destruction and upon the giving

of a satisfactory bond of indemnity to the Corporation. A new certificate may be

issued without requiring any bond, when in the judgment of the Board of

Directors it is proper to do so.

 

VI. BOOKS AND RECORDS.

 

.01 BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER.

 

The Corporation shall keep complete books and records of accounts and minutes of

the proceedings of the Board of Directors and shareholders and shall keep at its

registered office, principal place of business, or at the office of its transfer

agent or registrar a share register giving the names of the shareholders in

alphabetical order and showing their respective addresses and the number of

shares held by each.

 

.02 COPIES OF RESOLUTIONS.

 

Any person dealing with the Corporation may rely upon a copy of any of the

records of the proceedings, resolutions, or votes of the Board of Directors or

shareholders, when certified by the president or secretary.

 

VII. CORPORATE SEAL.

 

The Corporation is not required to have a corporate seal.

 

VIII. LOANS.

 

No loans shall be made by the Corporation to its Officers or Directors

 

IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

.01 INDEMNIFICATION.

 

The Corporation shall indemnify any person who was or is a party or is

threatened to be made a party to any proceeding, whether civil, criminal,

administrative or investigative (other than an action by or in the right of the

Corporation) by reason of the fact that such person is or was a Director,

Trustee, Officer, employee or agent of the Corporation, or is or was serving at

the request of the Corporation as a Director, Trustee, Officer, employee or

agent of another corporation, partnership, joint venture, trust or other

enterprise, against expenses (including attorneys' fees), judgment, fines and

amounts paid in settlement actually and reasonably incurred by such person in

connection with such action, suit or proceeding if such person acted in good

faith and in a manner such person reasonably believed to be in or not opposed to

the best interests of the Corporation, and with respect to any criminal action

or proceeding, had no reasonable cause to believe such person's conduct was

unlawful. The termination of any action, suit or proceeding by judgment, order,

 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 which such person reasonably believed to be in or not

opposed to the best interests of the Corporation, and with respect to any

criminal action proceeding, had reasonable cause to believe that such person's

conduct was unlawful.

 

.02 DERIVATIVE ACTION

 

The Corporation shall indemnify any person who was or is a party or is

threatened to be made a party to any threatened, pending or completed action or

suit by or in the right of the Corporation to procure a judgment in the

Corporation's favor by reason of the fact that such person is or was a Director,

Trustee, Officer, employee or agent of the Corporation, or is or was serving at

the request of the Corporation as a Director, Trustee, Officer, employee or

agent of another corporation, partnership, joint venture, trust or other

enterprise, against expenses (including attorney's fees) and amount paid in

settlement actually and reasonably incurred by such person in connection with

the defense or settlement of such action or suit if such person acted in good

faith and in a manner such person reasonably believed to be in or not opposed to

the best interests of the Corporation, and, with respect to amounts paid in

settlement, the settlement of the suit or action was in the best interests of

the Corporation; provided, however, that no indemnification shall be made in

respect of any claim, issue or matter as to which such person shall have been

adjudged to be liable for gross negligence or willful misconduct in the

performance of such person's duty to the Corporation unless and only to the

extent that, the court in which such action or suit was brought shall determine

upon application that, despite circumstances of the case, such person is fairly

and reasonably entitled to indemnity for such expenses as such court shall deem

proper. The termination of any action or suit by judgment or settlement shall

not, of itself, create a presumption that the person did not act in good faith

and in a manner which such person reasonably believed to be in or not opposed to

the best interests of the Corporation.

 

.03 SUCCESSFUL DEFENSE.

 

To the extent that a Director, Trustee, Officer, employee or Agent of the

Corporation has been successful on the merits or otherwise, in whole or in part

in defense of any action, suit or proceeding referred to in Paragraphs .01 and

.02 above, or in defense of any claim, issue or matter therein, such person

shall be indemnified against expenses (including attorneys' fees) actually and

reasonably incurred by such person in connection therewith.

 

.04 AUTHORIZATION.

 

Any indemnification under Paragraphs .01 and .02 above (unless ordered by a

court) shall be made by the Corporation only as authorized in the specific case

upon a determination that indemnification of the Director, Trustee, Officer,

employee or agent is proper in the circumstances because such person has met the

applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such

determination shall be made (a) by the Board of Directors of the Corporation by

a majority vote of a quorum consisting of Directors who were not parties to such

action, suit or proceeding, or (b) is such a quorum is not obtainable, by a

majority vote of the Directors who were not parties to such action, suit or

proceeding, or (c) by independent legal counsel (selected by one or more of the

Directors, whether or not a quorum and whether or not disinterested) in a

written opinion, or (d) by the Shareholders. Anyone making such a determination

under this Paragraph .04 may determine that a person has met the standards

therein set forth as to some claims, issues or matters but not as to others, and

may reasonably prorate amounts to be paid as indemnification.

 

.05 ADVANCES.

 

Expenses incurred in defending civil or criminal action, suit or proceeding

shall be paid by the Corporation, at any time or from time to time in advance of

the final disposition of such action, suit or proceeding as authorized in the

manner provided in Paragraph .04 above upon receipt of an undertaking by or on

behalf of the Director, Trustee, Officer, employee or agent to repay such amount

unless it shall ultimately be by the Corporation is authorized in this Section.

 

.06 NONEXCLUSIVITY.

 

The indemnification provided in this Section shall not be deemed exclusive of

any other rights to which those indemnified may be entitled under any law,

bylaw, agreement, vote of shareholders or disinterested Directors or otherwise,

both as to action in such person's official capacity and as to action in another

capacity while holding such office, and shall continue as to a person who has

ceased to be a Director, Trustee, Officer, employee or agent and shall inure to

the benefit of the heirs, executors, and administrators of such a person.

 

.07 INSURANCE.

 

The Corporation shall have the power to purchase and maintain insurance on

behalf of any person who is or was a Director, Trustee, Officer, employee or

agent of the Corporation, or is or was serving at the request of the Corporation

as a Director, Trustee, Officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise, against any liability

assessed against such person in any such capacity or arising out of such

person's status as such, whether or not the corporation would have the power to

indemnify such person against such liability.

 

.08 "CORPORATION" DEFINED.

 

For purposes of this Section, references to the "Corporation" shall include, in

addition to the Corporation, an constituent corporation (including any

constituent of a constituent) absorbed in a consolidation or merger which, if

its separate existence had continued, would have had the power and authority to

indemnify its Directors, Trustees, Officers, employees or agents, so that any

person who is or was a Director, Trustee, Officer, employee or agent of such

constituent corporation or of any entity a majority of the voting stock of which

is owned by such constituent corporation or is or was serving at the request of

such constituent corporation as a Director, Trustee, Officer, employee or agent

of the corporation, partnership, joint venture, trust or other enterprise, shall

stand in the same position under the provisions of this Section with respect to

the resulting or surviving Corporation as such person would have with respect to

such constituent corporation if its separate existence had continued.

 

X. AMENDMENT OF BYLAWS.

 

.01 BY THE SHAREHOLDERS.

 

These Bylaws may be amended, altered, or repealed at any regular or special

meeting of the shareholders if notice of the proposed alteration or amendment is

contained in the notice of the meeting.

 

.02 BY THE BOARD OF DIRECTORS.

 

These Bylaws may be amended, altered, or repealed by the affirmative vote of a

majority of the entire Board of Directors at any regular or special meeting of

the Board.

 

XI. FISCAL YEAR.

 

The fiscal year of the Corporation shall be set by resolution of the Board of

Directors.

 

XII. RULES OF ORDER.

 

The rules contained in the most recent edition of Robert's Rules or Order, Newly

Revised, shall govern all meetings of shareholders and Directors where those

rules are not inconsistent with the Articles of Incorporation, Bylaws, or

special rules or order of the Corporation.

 

XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.

 

If any salary, payment, reimbursement, employee fringe benefit, expense

allowance payment, or other expense incurred by the Corporation for the benefit

of an employee is disallowed in whole or in part as a deductible expense of the

Corporation for Federal Income Tax purposes, the employee shall reimburse the

Corporation, upon notice and demand, to the full extent of the disallowance.

This legally enforceable obligation is in accordance with the provisions of

Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such

employee to a business expense deduction for the taxable year in which the

repayment is made to the Corporation. In this manner, the Corporation shall be

protected from having to bear the entire burden of disallowed expense items.