Attached files
Exhibit 3.2
BYLAWS
OF
MAXIMA GROUP INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the
time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada as
the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day,
and hour of the meeting, and the general nature of the business of the meeting,
must be faxed, personally delivered or mailed postage prepaid to each
shareholder of the Corporation entitled to vote at the meeting at the address of
the shareholder as it appears on the stock transfer ledger of the Corporation,
at least ten (10) days prior to the meeting. Accidental omission to give notice
of a meeting to, or the non-receipt of notice of a meeting by, a shareholder
will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting, without prior notice and without a
vote if written consents are signed by shareholders representing a majority of
the shares entitled to vote at such a meeting, except however, if a different
proportion of voting power is required by law, the Articles of Incorporation or
these Bylaws, than that proportion of written consents is required. Such written
consents must be filed with the minutes of the proceedings of the shareholders
of the Corporation.
Section 6 - Quorum
a) No business, other than the election of the chairman or the adjournment of
the meeting, will be transacted at an annual or special meeting unless a quorum
of shareholders, entitled to attend and vote, is present at the commencement of
the meeting, but the quorum need not be present throughout the meeting. b)
Except as otherwise provided in these Bylaws, a quorum is two persons present
and being, or representing by proxy, shareholders of the Corporation.
c) If within half an hour from the time appointed for an annual or special
meeting a quorum is not present, the meeting shall stand adjourned to a day,
time and place as determined by the chairman of the meeting.
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of
shares, each shareholder shall be entitled to one vote for each share of stock
in his or her own name on the books of the corporation, whether represented in
person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the
vote takes place is not entitled to have a casting vote in addition to the vote
or votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special
meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
a) Each shareholder entitled to vote at an annual or special meeting may do so
either in person or by proxy. A form of proxy must be in writing under the hand
of the appointor or of his or her attorney duly authorized in writing, or, if
the appointor is a corporation, either under the seal of the corporation or
under the hand of a duly authorized officer or attorney. A proxyholder need not
be a shareholder of the Corporation. b) A form of proxy and the power of
attorney or other authority, if any, under which it is signed or a facsimiled
copy thereof must be deposited at the registered office of the Corporation or at
such other place as is specified for that purpose in the notice convening the
meeting. In addition to any other method of depositing proxies provided for in
these Bylaws, the Directors may from time to time by resolution make regulations
relating to the depositing of proxies at a place or places and fixing the time
or times for depositing the proxies not exceeding 48 hours (excluding Saturdays,
Sundays and holidays) preceding the meeting or adjourned meeting specified in
the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a) The first Board of Directors of the Corporation, and all subsequent Boards of
the Corporation, shall consist of not less than one (1) and not more than nine
(9) directors. The number of Directors may be fixed and changed from time to
time by ordinary resolution of the shareholders of the Corporation. b) The first
Board of Directors shall hold office until the first annual meeting of
shareholders and until their successors have been duly elected and qualified or
until there is a decrease in the number of directors. Thereinafter, Directors
will be elected at the annual meeting of shareholders and shall hold office
until the annual meeting of the shareholders next succeeding his or her
election, or until his or her prior death, resignation or removal. Any Director
may resign at any time upon written notice of such resignation to the
Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining
Directors.
d) Between successive annual meetings, the Directors have the power to appoint
one or more additional Directors but not more than 1/2 of the number of
Directors fixed at the last shareholder meeting at which Directors were elected.
A Director so appointed holds office only until the next following annual
meeting of the Corporation, but is eligible for election at that meeting. So
long as he or she is an additional Director, the number of Directors will be
increased accordingly.
2
e) A Director is not required to hold a share in the capital of the Corporation
as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a) The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except for those powers conferred upon
or reserved for the shareholders or any other persons as required under Nevada
state law, the Corporation's Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined by the
Directors or, if the Directors decide, by the shareholders.
Section 3 - Meetings of Directors
a) The President of the Corporation shall preside as chairman at every meeting
of the Directors, or if the President is not present or is willing to act as
chairman, the Directors present shall choose one of their number to be chairman
of the meeting.
b) The Directors may meet together for the dispatch of business, and adjourn and
otherwise regulate their meetings as they think fit. Questions arising at a
meeting must be decided by a majority of votes. In case of an equality of votes
the chairman does not have a second or casting vote. Meetings of the Board held
at regular intervals may be held at the place and time upon the notice (if any)
as the Board may by resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a committee of the
Directors using conference telephones or other communications facilities by
which all Directors participating in the meeting can hear each other and
provided that all such Directors agree to such participation. A Director
participating in a meeting in accordance with this Bylaw is deemed to be present
at the meeting and to have so agreed. Such Director will be counted in the
quorum and entitled to speak and vote at the meeting. d) A Director may, and the
Secretary on request of a Director shall, call a meeting of the Board.
Reasonable notice of the meeting specifying the place, day and hour of the
meeting must be given by mail, postage prepaid, addressed to each of the
Directors and alternate Directors at his or her address as it appears on the
books of the Corporation or by leaving it at his or her usual business or
residential address or by telephone, facsimile or other method of transmitting
legibly recorded messages. It is not necessary to give notice of a meeting of
Directors to a Director immediately following a shareholder meeting at which the
Director has been elected, or is the meeting of Directors at which the Director
is appointed. e) A Director of the Corporation may file with the Secretary a
document executed by him waiving notice of a past, present or future meeting or
meetings of the Directors being, or required to have been, sent to him and may
at any time withdraw the waiver with respect to meetings held thereafter. After
filing such waiver with respect to future meetings and until the waiver is
withdrawn no notice of a meeting of Directors need be given to the Director. All
meetings of the Directors so held will be deemed not to be improperly called or
constituted by reason of notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the Directors may
be fixed by the Directors and if not so fixed is a majority of the Directors or,
if the number of Directors is fixed at one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their body but,
if and so long as their number is reduced below the number fixed pursuant to
these Bylaws as the necessary quorum of Directors, the continuing Directors may
act for the purpose of increasing the number of Directors to that number, or of
summoning a shareholder meeting of the Corporation, but for no other purpose.
3
h) All acts done by a meeting of the Directors, a committee of Directors, or a
person acting as a Director, will, notwithstanding that it be afterwards
discovered that there was some defect in the qualification, election or
appointment of the Directors, shareholders of the committee or person acting as
a Director, or that any of them were disqualified, be as valid as if the person
had been duly elected or appointed and was qualified to be a Director. i) A
resolution consented to in writing, whether by facsimile or other method of
transmitting legibly recorded messages, by all of the Directors is as valid as
if it had been passed at a meeting of the Directors duly called and held. A
resolution may be in two or more counterparts which together are deemed to
constitute one resolution in writing. A resolution must be filed with the
minutes of the proceedings of the directors and is effective on the date stated
on it or on the latest date stated on a counterpart. j) All Directors of the
Corporation shall have equal voting power.
Section 4 - Removal
One or more or all the Directors of the Corporation may be removed with or
without cause at any time by a vote of two-thirds of the shareholders entitled
to vote thereon, at a special meeting of the shareholders called for that
purpose.
Section 5 - Committees
a) The Directors may from time to time by resolution designate from among its
members one or more committees, and alternate members thereof, as they deem
desirable, each consisting of one or more members, with such powers and
authority (to the extent permitted by law and these Bylaws) as may be provided
in such resolution. Each such committee shall serve at the pleasure of the Board
of Directors and unless otherwise stated by law, the Certificate of
Incorporation of the Corporation or these Bylaws, shall be governed by the rules
and regulations stated herein regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall cause
them to be recorded in the books kept for that purpose, and shall report them to
the Board at such times as the Board may from time to time require. The Board
has the power at any time to revoke or override the authority given to or acts
done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a) The Corporation's officers shall have such titles and duties as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of
a president, secretary, treasurer, and also may have one or more vice
presidents, assistant secretaries and assistant treasurers and such other
officers as the Board of Directors may from time to time deem advisable. Any
officer may hold two or more offices in the Corporation, and may or may not also
act as a Director.
b) The officers of the Corporation shall be elected by the Board of Directors at
the regular annual meeting of the Board following the annual meeting of
shareholders. c) Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his or her election, and until his or her
successor shall have been duly elected and qualified, subject to earlier
termination by his or her death, resignation or removal
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation
to the Corporation.
4
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority
vote of the Board, either with or without cause, and a successor appointed by
the Board at any time, and any officer or assistant officer, if appointed by
another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be
determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property
whereby, whether directly or indirectly, duties or interests might be created in
conflict with his or her duties or interests as an officer of the Corporation
shall, in writing, disclose to the President the fact and the nature, character
and extent of the conflict and abstain from voting with respect to any
resolution in which the officer has a personal interest.
ARTICLE IV: SHARES OF STOCK
Section 1 - Certificate of Stock
a) The shares of the Corporation shall be represented by certificates or shall
be uncertificated shares. b) Certificated shares of the Corporation shall be
signed, either manually or by facsimile, by officers or agents designated by the
Corporation for such purposes, and shall certify the number of shares owned by
the shareholder in the Corporation. Whenever any certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers or agents, the
transfer agent or transfer clerk or the registrar of the Corporation may be
printed or lithographed upon the certificate in lieu of the actual signatures.
If the Corporation uses facsimile signatures of its officers and agents on its
stock certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be identical if the institution acting in those
dual capacities countersigns or otherwise authenticates any stock certificates
in both capacities. If any officer who has signed or whose facsimile signature
has been placed upon such certificate, shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in these
Bylaws, within a reasonable time after the issuance or transfer of such
uncertificated shares, and at least annually thereafter, the Corporation shall
send the shareholder a written statement certifying the number of shares owned
by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to them of the
certificate and upon such other terms, if any, as they may think fit, order the
certificate to be cancelled and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the
satisfaction of the Directors and upon and indemnity, if any being given, as the
Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it to
the Corporation with a written request that the Corporation issue in his or her
name two or more certificates, each representing a specified number of shares
5
and in the aggregate representing the same number of shares as the certificate
so surrendered, the Corporation shall cancel the certificate so surrendered and
issue new certificates in accordance with such request.
Section 2 - Transfers of Shares
a) Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his or her attorney duly authorized by a written power of
attorney; and in the case of shares represented by certificates, only after the
surrender to the Corporation of the certificates representing such shares with
such shares properly endorsed, with such evidence of the authenticity of such
endorsement, transfer, authorization and other matters as the Corporation may
reasonably require, and the payment of all stock transfer taxes due thereon. b)
The Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 3 - Record Date
a) The Directors may fix in advance a date, which must not be more than 60 days
permitted by the preceding the date of a meeting of shareholders or a class of
shareholders, or of the payment of a dividend or of the proposed taking of any
other proper action requiring the determination of shareholders as the record
date for the determination of the shareholders entitled to notice of, or to
attend and vote at, a meeting and an adjournment of the meeting, or entitled to
receive payment of a dividend or for any other proper purpose and, in such case,
notwithstanding anything in these Bylaws, only shareholders of records on the
date so fixed will be deemed to be the shareholders for the purposes of this
Bylaw.
b) Where no record date is so fixed for the determination of shareholders as
provided in the preceding Bylaw, the date on which the notice is mailed or on
which the resolution declaring the dividend is adopted, as the case may be, is
the record date for such determination.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors
so resolve, will not be required to issue fractional shares in connection with
an amalgamation, consolidation, exchange or conversion. At the discretion of the
Directors, fractional interests in shares may be rounded to the nearest whole
number, with fractions of 1/2 being rounded to the next highest whole number, or
may be purchased for cancellation by the Corporation for such consideration as
the Directors determine. The Directors may determine the manner in which
fractional interests in shares are to be transferred and delivered to the
Corporation in exchange for consideration and a determination so made is binding
upon all shareholders of the Corporation. In case shareholders having fractional
interests in shares fail to deliver them to the Corporation in accordance with a
determination made by the Directors, the Corporation may deposit with the
Corporation's Registrar and Transfer Agent a sum sufficient to pay the
consideration payable by the Corporation for the fractional interests in shares,
such deposit to be set aside in trust for such shareholders. Such setting aside
is deemed to be payment to such shareholders for the fractional interests in
shares not so delivered which will thereupon not be considered as outstanding
and such shareholders will not be considered to be shareholders of the
Corporation with respect thereto and will have no right except to receive
payment of the money so set aside and deposited upon delivery of the
certificates for the shares held prior to the amalgamation, consolidation,
exchange or conversion which result in fractional interests in shares.
6
ARTICLE V: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefor, as
often, in such amounts, and at such time or times as the Board of Directors may
determine and shares may be issued pro rata and without consideration to the
Corporation's shareholders or to the shareholders of one or more classes or
series. b) Shares of one class or series may not be issued as a share dividend
to shareholders of another class or series unless such issuance is in accordance
with the Articles of Incorporation and: (i) a majority of the current
shareholders of the class or series to be issued approve the issue; or (ii)
there are no outstanding shares of the class or series of shares that are
authorized to be issued as a dividend.
ARTICLE VI: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from such sources
and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright or as
security for liability or obligation of the Corporation or another person, and
(iii) mortgage, charge, whether by way of specific or floating charge, and give
other security on the undertaking, or on the whole or a part of the property and
assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued
at a discount, premium or otherwise, and with a special privilege as to
redemption, surrender, drawing, allotment of or conversion into or exchange for
shares or other securities, attending and voting at shareholder meetings of the
Corporation, appointment of Directors or otherwise, and may by its terms be
assignable free from equities between the Corporation and the person to whom it
was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate document.
ARTICLE IX: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made by a majority vote of the shareholders at any annual meeting
or special meeting called for that purpose.
Section 2 - By Directors The Board of Directors shall have the power to make,
adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
7
ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an
existing or proposed contract or transaction with the Corporation or who holds
an office or possesses property whereby, directly or indirectly, a duty or
interest might be created to conflict with his or her duty or interest as a
Director, shall declare the nature and extent of his or her interest in such
contract or transaction or of the conflict with his or her duty and interest as
a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with the
Corporation in which he is interested and if he does so his or her vote will not
be counted, but he will be counted in the quorum present at the meeting at which
the vote is taken. The foregoing prohibitions do not apply to:
(i) a contract or transaction relating to a loan to the Corporation, which a
Director or a specified corporation or a specified firm in which he has an
interest has guaranteed or joined in guaranteeing the repayment of the loan or
part of the loan;
(ii) a contract or transaction made or to be made with or for the benefit of a
holding corporation or a subsidiary corporation of which a Director is a
director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares or
debentures to be issued by the Corporation or a subsidiary of the Corporation,
or a contract, arrangement or transaction in which a Director is directly or
indirectly interested if all the other Directors are also directly or indirectly
interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against liability
incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation (other
than the office of Auditor of the Corporation) in conjunction with his or her
office of Director for the period and on the terms (as to remuneration or
otherwise) as the Directors may determine. No Director or intended Director will
be disqualified by his or her office from contracting with the Corporation
either with regard to the tenure of any such other office or place of profit, or
as vendor, purchaser or otherwise, and, no contract or transaction entered into
by or on behalf of the Corporation in which a Director is interested is liable
to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity for the
Corporation (except as Auditor of the Corporation), and he or his or her firm is
entitled to remuneration for professional services as if he were not a Director.
e) A Director may be or become a director or other officer or employee of, or
otherwise interested in, a corporation or firm in which the Corporation may be
interested as a shareholder or otherwise, and the Director is not accountable to
the Corporation for remuneration or other benefits received by him as director,
officer or employee of, or from his or her interest in, the other corporation or
firm, unless the shareholders otherwise direct.
ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
Corporation.
8
ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
a) The Directors shall cause the Corporation to indemnify a Director or former
Director of the Corporation and the Directors may cause the Corporation to
indemnify a director or former director of a corporation of which the
Corporation is or was a shareholder and the heirs and personal representatives
of any such person against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, actually and reasonably incurred
by him or them including an amount paid to settle an action or satisfy a
judgment inactive criminal or administrative action or proceeding to which he is
or they are made a party by reason of his or her being or having been a Director
of the Corporation or a director of such corporation, including an action
brought by the Corporation or corporation. Each Director of the Corporation on
being elected or appointed is deemed to have contracted with the Corporation on
the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or
agent of the Corporation or of a corporation of which the Corporation is or was
a shareholder (notwithstanding that he is also a Director), and his or her heirs
and personal representatives against all costs, charges and expenses incurred by
him or them and resulting from his or her acting as an officer, employee or
agent of the Corporation or corporation. In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the Corporation (if he is
not a full time employee of the Corporation and notwithstanding that he is also
a Director), and his or her respective heirs and legal representatives against
all costs, charges and expenses incurred by him or them and arising out of the
functions assigned to the Secretary by the Corporation Act or these Articles and
each such Secretary and Assistant Secretary, on being appointed is deemed to
have contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance
for the benefit of a person who is or was serving as a Director, officer,
employee or agent of the Corporation or as a director, officer, employee or
agent of a corporation of which the Corporation is or was a shareholder and his
or her heirs or personal representatives against a liability incurred by him as
a Director, officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF
MAXIMA GROUP INC
per:
/s/ Germans Salihovs
-------------------------------
GERMANS SALIHOVS, Secretary