Attached files
file | filename |
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EX-23.1 - CONSENT OF SATUMA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP, - NOWEA ENERGY, INC. | exhibit_23-1.htm |
EX-5.1 - LEGAL OPINION AND CONSENT OF O'NEAL LAW OFFICE - NOWEA ENERGY, INC. | exhibit_5-1.htm |
EX-10.4 - ENNIS LEASE ASSIGNMENT - NOWEA ENERGY, INC. | exhibit_10-4.htm |
EX-10.3 - WHITTAKER LEASE ASSIGNMENT - NOWEA ENERGY, INC. | exhibit_10-3.htm |
EX-10.2 - HARDCASTLE LEASE ASSIGNMENT - NOWEA ENERGY, INC. | exhibit_10-2.htm |
EX-10.1 - DAVIES LEASE ASSIGNMENT - NOWEA ENERGY, INC. | exhibit_10-1.htm |
EX-3.1 - ARTICLES OF INCORPORATION OF REGISTRANT. - NOWEA ENERGY, INC. | exhibit_3-1.htm |
S-1 - NORTHWEST OIL & GAS TRADING COMPANY, INC. S-1 - NOWEA ENERGY, INC. | northwest_s1-17562.htm |
EXHIBIT
3.2
BYLAWS
OF
NORTHWEST OIL & GAS TRADING COMPANY, INC.
April 7, 2017
ARTICLE I
OFFICES AND CORPORATE SEAL
SECTION
1.1
Registered
Office. The registered office
of NORTHWEST OIL & GAS TRADING COMPANY, INC. (hereinafter the
"Corporation") in the State of Nevada shall be c/o Resident Agency
National, 4650 Wedekind Road, Suite #2, Sparks, Nevada 89431. In
addition to its registered office, the Corporation shall maintain a
principal office at a location determined by the Board. The Board
of Directors may change the Corporation's registered office and
principal office from time to time.
SECTION
1.2 Other
Offices. The Corporation may
also maintain offices at such other place or places, either within
or without the State of Nevada, as may be designated from time to
time by the Board of Directors (hereinafter the "Board"), and the
business of the Corporation may be transacted at such other offices
with the same effect as that conducted at the principal
office.
SECTION
1.3 Corporate
Seal. A corporate seal shall
not be requisite to the validity of any instrument executed by or
on behalf of the Corporation, but nevertheless if in any instance a
corporate seal be used, the same shall be a circle having on the
circumference thereof the name of the Corporation and in the center
the words "corporate seal", the year incorporated, and the state
where incorporated.
ARTICLE II
SHAREHOLDERS
SECTION
2.1 Shareholders
Meetings. All meetings of the
shareholders shall be held at the principal office of the
Corporation between the hours of 9:00 a.m. and 5:00 p.m.,
or at such other time and place as may be fixed from time to time
by the Board, or in the absence of direction by the Board, by the
President or Secretary of the Corporation, either within or without
the State of Nevada, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof. A special
or annual meeting called by shareholders owning a majority of the
entire capital stock of the Corporation pursuant to Sections 2.2 or
2.3 shall be held at the place designated by the shareholders
calling the meeting in the notice of the meeting or in a duly
executed waiver of notice thereof.
1
SECTION
2.2 Annual
Meetings. Annual meetings of
shareholders shall be held on a date designated by the Board of
Directors or if that day shall be a legal holiday, then on the next
succeeding business day, or at such other date and time as shall be
designated from time to time by the Board and stated in the notice
of the meeting. At the annual meeting, shareholders shall elect the
Board and transact such other business as may properly be brought
before the meeting. In the event that an annual meeting is not held
on the date specified in this Section 2.2, the annual meeting may
be held on the written call of the shareholders owning a majority
of the entire capital stock of the Corporation issued, outstanding,
and entitled to vote.
SECTION
2.3 Special
Meetings of Shareholders.
Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by Nevada statute or by the Articles of
Incorporation (hereinafter the "Articles"), may be called by the
President and shall be called by the President or Secretary at the
request in writing of a majority of the Board, or at the request in
writing of shareholders owning a majority of the entire capital
stock of the Corporation issued, outstanding, and entitled to vote.
Such request shall state the purpose or purposes of the proposed
meeting. In the event that the President or Secretary fails to call
a meeting pursuant to such a request, a special meeting may be held
on the written call of the shareholders owning a majority of the
entire capital stock of the Corporation issued, outstanding, and
entitled to vote.
SECTION
2.4 List
of Shareholders. The officer
who has charge of the stock transfer books for shares of the
Corporation shall prepare and make, no more than two (2) days after
notice of a meeting of shareholders is given, a complete list of
the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of
shares registered in the name of each shareholder. Such list shall
be open to examination and copying by any shareholder, for any
purpose germane to the meeting, during ordinary business hours, for
a period of at least ten (10) days prior to the meeting, either at
a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
shareholder present.
SECTION
2.5 Notice
of Shareholders Meetings.
Written notice of the annual meeting stating the place, date and
hour of the meeting and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given, either
personally or by mail, to each shareholder of record entitled to
vote at such meeting not less than ten (10) nor more than sixty
(60) days before the date of the meeting. If mailed, such notice
shall be deemed to be delivered when mailed to the shareholder at
his address as it appears on the stock transfer books of the
Corporation. Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice
unless determined otherwise by the unanimous vote of the holders of
all of the issued and outstanding shares of the Corporation present
at the meeting in person or represented by
proxy.
2
SECTION
2.6 Closing
of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders
entitled to notice of, or permitted to vote at, any meeting of
shareholders or any adjournment thereof, or for the purpose of
determining shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the board may provide that the stock
transfer books shall be closed for a stated period but not to
exceed, in any case, sixty (60) days. If the stock transfer books
shall be closed for the purpose of determining shareholders
entitled to notice of, or permitted to vote at, a meeting of
shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock
transfer books, the board may fix in advance a date as the record
date for any such determination of shareholders, such date in any
case to be not more than sixty (60) days and, in case of a meeting
of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
shareholders entitled to notice of, or permitted to vote at, a
meeting of shareholders, or for the determination of shareholders
entitled to receive payment of a dividend, the record date shall be
4:00 p.m. on the day before the day on which notice of the meeting
is given or, if notice is waived, the record date shall be the day
on which, and the time at which, the meeting is commenced. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, provided that
the board may fix a new record date for the adjourned meeting and
further provided that such adjournments do not in the aggregate
exceed thirty (30) days. The record date for determining
shareholders entitled to express consent to action without a
meeting pursuant to Section 2.9 shall be the date on which the
first shareholder signs the consent.
SECTION
2.7 Quorum
and Adjournment.
(a) The
holders of a majority of the shares issued, outstanding, and
entitled to vote at the meeting, present in person or represented
by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise
provided by Nevada statute or by the Articles.
(b) Business
may be conducted once a quorum is present and may continue until
adjournment of the meeting notwithstanding the withdrawal or
temporary absence of sufficient shares to reduce the number present
to less than a quorum. Unless the vote of a greater number or
voting by classes is required by Nevada statute or the Articles,
the affirmative vote of the majority of the shares then represented
at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders; provided, however, that if the shares
then represented are less than required to constitute a quorum, the
affirmative vote must be such as would constitute a majority if a
quorum were present; and provided further, that the affirmative
vote of a majority of the shares then present shall be sufficient
in all cases to adjourn a meeting.
3
(c) If
a quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote at the meeting,
present in person or represented by proxy, shall have power to
adjourn the meeting to another time or place, without notice other
than announcement at the meeting at which adjournment is taken,
until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the
meeting as originally notified. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at
the meeting.
SECTION
2.8 Voting.
At every meeting of the shareholders, each shareholder shall be
entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such shareholder, but no
proxy shall be voted or acted upon after six (6) months from its
date, unless the proxy provides for a longer period not to exceed
seven (7) years.
SECTION
2.9 Action
Without Meeting. Any action
required or permitted to be taken at any annual or special meeting
of shareholders may be taken without a meeting, without prior
notice, and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of a majority
of the outstanding shares entitled to vote with respect to the
subject matter of the action unless a greater percentage is
required by law in which case such greater percentage shall be
required.
SECTION
2.10 Waiver.
A shareholder's attendance at a meeting shall constitute a waiver
of any objection to defective notice or lack of notice of the
meeting unless the shareholder objects at the beginning of the
meeting to holding the meeting or transacting business at the
meeting, and shall constitute a waiver of any objection to
consideration of a particular matter at the meeting unless the
shareholder objects to considering the matter when it is presented.
A shareholder may otherwise waive notice of any annual or special
meeting of shareholders by executing a written waiver of notice
either before, at or after the time of the
meeting.
SECTION
2.11 Conduct
of Meetings. Meetings of the
shareholders shall be presided over by a chairman to be chosen,
subject to confirmation after tabulation of the votes, by a
majority of the shareholders entitled to vote at the meeting who
are present in person or by proxy. The secretary for the meeting
shall be the Secretary of the Corporation, or if the Secretary of
the Corporation is absent, then the chairman initially chosen by a
majority of the shareholders shall appoint any person present to
act as secretary. The chairman shall conduct the meeting in
accordance with the Corporation's Articles, Bylaws and the notice
of the meeting, and may establish rules for conducting the business
of the meeting. After calling the meeting to order, the chairman
initially chosen shall call for the election inspector, or if no
inspector is present then the secretary of the meeting, to tabulate
the votes represented at the meeting and entitled to be cast. Once
the votes are tabulated, the shares entitled to vote shall confirm
the chairman initially chosen or shall choose another chairman, who
shall confirm the secretary initially chosen or shall choose
another secretary in accordance with this section. If directors are
to be elected, the tabulation of votes present at the meeting shall
be announced prior to the casting of votes for the
directors.
4
SECTION
2.12 Election
Inspector. The Board of
Directors, in advance of any shareholders meeting, may appoint an
election inspector to act at such meeting. If an election inspector
is not so appointed or is not present at the meeting, the chairman
of the meeting may, and upon the request of any person entitled to
vote at the meeting shall, make such appointment. If appointed, the
election inspector will determine the number of shares outstanding,
the authenticity, validity and effect of proxies and the number of
shares represented at the meeting in person and by proxy; receive
and count votes, ballots and consents and announce the results
thereof; hear and determine all challenges and questions pertaining
to proxies and voting; and, in general, perform such acts as may be
proper to ensure the fair conduct of the
meeting.
ARTICLE III
DIRECTORS
SECTION
3.1 Number
and Election. The number of
directors that shall constitute the whole Board shall initially be
2; provided, such number may be changed by the shareholders so long
as the number of directors shall not be less than one or more than
nine. Directors shall be elected by the shareholders, and each
director shall serve until the next annual meeting and until his
successor is elected and qualified, or until resignation or
removal.
SECTION
3.2 Powers.
The business and affairs of the Corporation shall be managed by the
Board, which may exercise all such powers of the Corporation and do
all such lawful acts as are not by Nevada statute, the Articles, or
these Bylaws directed or required to be exercised or done by the
shareholders.
SECTION
3.3. Resignation
of Directors. Any director may
resign his office at any time by giving written notice of his
resignation to the President or the Secretary of the Corporation.
Such resignation shall take effect at the time specified therein
or, if no time be specified therein, at the time of the receipt
thereof, and the acceptance thereof shall not be necessary to make
it effective.
SECTION
3.4 Removal
of Directors. Any director or
the entire Board may be removed, with or without cause, by a vote
of the holders of a majority of the shares then entitled to vote at
an election of directors at a meeting of shareholders called
expressly for that purpose.
SECTION
3.5 Vacancies.
Vacancies resulting from the resignation or removal of a director
and newly created directorships resulting from any increase in the
authorized number of directors shall be filled by the shareholders
in accordance with Section 3.1.
5
SECTION
3.6 Place
of Meetings. Unless otherwise
agreed by a majority of the directors then serving, all meetings of
the Board of Directors shall be held at the Corporation's principal
office between the hours of 9:00 a.m. and 5:00 p.m., and
such meetings may be held by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 3.6 shall constitute presence
in person at such meeting.
SECTION
3.7 Annual
Meetings. Annual meetings of
the Board shall be held immediately following the annual meeting of
the shareholders and in the same place as the annual meeting of
shareholders. In the event such meeting is not held, the meeting
may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the
Board, or as shall be specified in a written waiver of notice by
all of the directors.
SECTION
3.8 Regular
Meetings. Regular meetings of
the Board may be held without notice at such time and at such place
as shall from time to time be determined by the
Board.
SECTION
3.9 Special
Meetings. Special meetings of
the Board may be called by the President or the Secretary with
seven (7) days notice to each director, either personally, by mail,
by telegram, or by telephone; special meetings shall be called in
like manner and on like notice by the President or Secretary on the
written request of two (2) directors and shall in such case be held
at the time requested by those directors, or if the President or
Secretary fails to call the special meeting as requested, then the
meeting may be called by the two requesting directors and shall be
held at the time designated by those directors in the
notice.
SECTION
3.10 Quorum
and Voting. A quorum at any
meeting of the Board shall consist of a majority of the number of
directors then serving, but not less than two (2) directors,
provided that if and when a Board comprised of one member is
authorized, or in the event that only one director is then serving,
then one director shall constitute a quorum. If a quorum shall not
be present at any meeting of the Board, the directors then present
may adjourn the meeting to another time or place, without notice
other than announcement at the meeting, until a quorum shall be
present. If a quorum is present, then the affirmative vote of a
majority of directors present is the act of the Board of
Directors.
SECTION
3.11 Action
Without Meeting. Unless
otherwise restricted by the Articles or these Bylaws, any action
required or permitted to be taken at any meeting of the Board or of
any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or
committee.
6
SECTION
3.12 Committees
of the Board. The Board, by
resolution, adopted by a majority of the full Board, may designate
from among its members an executive committee and one or more other
committees each of which, to the extent provided in such resolution
and permitted by law, shall have and may exercise all the authority
of the Board. The Board, with or without cause, may dissolve any
such committee or remove any member thereof at any time. The
designation of any such committee and the delegation thereto of
authority shall not operate to relieve the Board, or any member
thereof, of any responsibility imposed by law.
SECTION
3.13 Compensation.
To the extent authorized by resolution of the Board and not
prohibited or limited by the Articles, these Bylaws, or the
shareholders, a director may be reimbursed by the Corporation for
his expenses, if any, incurred in attending a meeting of the Board
of Directors, and may be paid by the Corporation a fixed sum or a
stated salary or both for attending meetings of the Board. No such
reimbursement or payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.
SECTION
3.14 Waiver.
A director's attendance at or participation in a meeting shall
constitute a waiver of any objection to defective notice or lack of
notice of the meeting unless the director objects at the beginning
of the meeting or promptly upon his arrival to holding the meeting
or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting. A director may
otherwise waive notice of any annual, regular or special meeting of
directors by executing a written notice of waiver either before or
after the time of the meeting.
SECTION
3.15 Chairman
of the Board. A Chairman of the
Board may be appointed by the directors. The Chairman of the Board
shall perform such duties as from time to time may be assigned to
him by the Board, the shareholders, or these Bylaws. The Vice
Chairman, if one has been elected, shall serve in the Chairman's
absence.
SECTION
3.16 Conduct
of Meetings. At each meeting of
the Board, one of the following shall act as chairman of the
meeting and preside, in the following order of
precedence:
(a)
The
Chairman of the Board;
(b)
The
Vice Chairman;
(c)
The
President of the Corporation; or
(d)
A
director chosen by a majority of the directors present, or if a
majority is unable to agree on who shall act as chairman, then the
director with the earliest date of birth shall act as the
chairman.
7
The
Secretary of the Corporation, or if he shall be absent from such
meeting, the person whom the chairman of such meeting appoints,
shall act as secretary of such meeting and keep the minutes
thereof. The order of business and rules of procedure at each
meeting of the Board shall be determined by the chairman of such
meeting, but the same may be changed by the vote of a majority of
those directors present at such meeting. The Board shall keep
regular minutes of its proceedings.
ARTICLE IV
OFFICERS
SECTION
4.1 Titles,
Offices, Authority. The
officers of the Corporation shall be chosen by the Board of
Directors and shall include a President, a Secretary and a
Treasurer, and may, but need not, include a Chairman, a Vice
Chairman, a Chief Executive Officer, a Chief Operating Officer, a
Vice President, additional Vice Presidents, one or more assistant
secretaries and assistant treasurers, or any other officer
appointed by the Board. Any number of offices may be held by the
same person, unless the Articles or these Bylaws otherwise provide.
If only one person is serving as an officer of this Corporation, he
or she shall be deemed to be President and Secretary. An officer
shall have such authority and shall perform such duties in the
management of the Corporation as may be provided by the Articles or
these Bylaws, or as may be determined by resolution of the Board or
the shareholders in accordance with
Article V.
SECTION
4.2
Subordinate
Officers. The Board may appoint
such subordinate officers, agents or employees as the Board may
deem necessary or advisable, including one or more additional Vice
Presidents, one or more assistant secretaries, and one or more
assistant treasurers, each of whom shall hold office for such
period, have authority and perform such duties as are provided in
these Bylaws or as the Board may from time to time determine. The
Board may delegate to any executive officer or to any committee the
power to appoint any such additional officers, agents or employees.
Notwithstanding the foregoing, no assistant secretary or assistant
treasurer shall have power or authority to collect, account for, or
pay over any tax imposed by any federal, state or city
government.
SECTION
4.3 Appointment,
Term of Office, Qualification.
The officers of the Corporation shall be appointed by the Board and
each officer shall serve at the pleasure of the Board until the
next annual meeting and until a successor is appointed and
qualified, or until resignation or removal.
SECTION
4.4
Resignation.
Any officer may resign his office at any time by giving written
notice of his resignation to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time
specified therein or, if no time be specified therein, at the time
of the receipt thereof, and the acceptance thereof shall not be
necessary to make it effective.
8
SECTION
4.5 Removal.
Any officer or agent may be removed by the Board whenever in its
judgment the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Appointment of
an officer or agent shall not of itself create contract
rights.
SECTION
4.6 Vacancies.
A vacancy in any office, because of death, resignation, removal, or
any other cause, shall be filled for the unexpired portion of the
term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this
Article IV for appointment to such office.
SECTION
4.7 The
President. The President shall
preside at all meetings of shareholders. The President shall be the
principal executive officer of the Corporation and, subject to the
control of the Board, shall in general supervise and control all of
the business and affairs of the Corporation. He may sign, when
authorized by the Board, certificates for shares of the Corporation
and deeds, mortgages, bonds, contracts, or other instruments which
the Board has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the
Board or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the
office of the President and such other duties as may be prescribed
by the Board from time to time.
SECTION
4.8
The Vice
President. Each Vice President
shall have such powers and perform such duties as the Board or the
President may from time to time prescribe and shall perform such
other duties as may be prescribed by these Bylaws. At the request
of the President, or in case of his absence or inability to act,
the Vice President or, if there shall be more than one Vice
President then in office, then one of them who shall be designated
for the purpose by the President or by the Board shall perform the
duties of the President, and when so acting shall have all powers
of, and be subject to all the restrictions upon, the
President.
SECTION
4.9 The
Secretary. The Secretary shall
act as secretary of, and keep the minutes of, all meetings of the
Board and of the shareholders; he shall cause to be given notice of
all meetings of the shareholders and directors; he shall be the
custodian of the seal of the Corporation and shall affix the seal,
or cause it to be affixed, to all proper instruments when deemed
advisable by him; he shall have charge of the stock book and also
of the other books, records and papers of the Corporation relating
to its organization as a Corporation, and shall see that the
reports, statements and other documents required by law are
properly kept or filed; and he shall in general perform all the
duties incident to the office of Secretary. He may sign, with the
President, certificates of stock of the Corporation. He shall also
have such powers and perform such duties as are assigned to him by
these Bylaws, and he shall have such other powers and perform such
other duties, not inconsistent with these Bylaws, as the Board
shall from time to time prescribe. If no officer has been named as
Secretary, the duties of the Secretary shall be performed by the
President or a person designated by the
President.
9
SECTION
4.10 The
Treasurer. The Treasurer shall
have charge and custody of, and be responsible for, all the funds
and securities of the Corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects
in the name of and to the credit of the Corporation in such banks
and other depositories as may be designated by the Board, or in the
absence of direction by the Board, by the President; he shall
disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall
render to the President and to the directors at the regular
meetings of the Board or whenever they may require it, a statement
of all his transactions as Treasurer and an account of the
financial condition of the Corporation; and, in general, he shall
perform all the duties incident to the office of Treasurer and such
other duties as may from time to time be assigned to him by the
Board. He may sign, with the President or a Vice President,
certificates of stock of the Corporation. If no officer has been
named as Treasurer, the duties of the Treasurer shall be performed
by the President or a person designated by the
President.
SECTION 4.11 Compensation.
The Board shall have the power to set the compensation of all
officers of the Corporation. It may authorize any officer, upon
whom the power of appointing subordinate officers may have been
conferred, to set the compensation of such subordinate
officers.
ARTICLE V
AUTHORITY TO INCUR CORPORATE OBLIGATIONS
SECTION
5.1 Limit
on Authority. No officer or
agent of the Corporation shall be authorized to incur obligations
on behalf of the Corporation except as authorized by the Articles
or these Bylaws, or by resolution of the Board or the shareholders.
Such authority may be general or confined to specific
instances.
SECTION
5.2 Contracts
and Other Obligations. To the
extent authorized by the Articles or these Bylaws, or by resolution
of the Board or the shareholders, officers and agents of the
Corporation may enter into contracts, execute and deliver
instruments, sign and issue checks, and otherwise incur obligations
on behalf of the Corporation.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION
6.1 Certificates
for Shares. Certificates
representing shares of the Corporation shall be in such form as
shall be determined by the Board. Such certificates shall be signed
by the President or a Vice President and by the Secretary or an
assistant secretary. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed
on behalf of a transfer agent or a registrar, other than the
Corporation itself or one of its employees. Each certificate for
shares shall be consecutively numbered or otherwise identified. The
name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board may
prescribe.
10
SECTION
6.2 Issuance.
Before the Corporation issues shares, the Board shall determine
that the consideration received or to be received for the shares is
adequate. A certificate shall not be issued for any share until
such share is fully paid.
SECTION
6.3 Transfer
of Shares. Transfer of shares
of the Corporation shall be made only on the stock transfer books
of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate
for such shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be the
owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
The
fiscal year of the Corporation shall be Decmber 31.
ARTICLE VIII
DIVIDENDS
From
time to time the Board may declare, and the Corporation may pay
dividends on its outstanding shares in the manner and upon the
terms and conditions provided by law and its Articles.
ARTICLE IX
INDEMNIFICATION
The
Corporation may indemnify and advance litigation expenses to its
directors, officers, employees and agents to the extent permitted
by law, the Articles or these Bylaws, and shall indemnify and
advance litigation expenses to its directors, officers, employees
and agents to the extent required by law, the Articles or these
Bylaws. The Corporation’s obligations of indemnification, if
any, shall be conditioned on the Corporation receiving prompt
notice of the claim and the opportunity to settle and defend the
claim. The Corporation may, to the extent permitted by law,
purchase and maintain insurance on behalf of an individual who is
or was a director, officer, employee or agent of the
Corporation.
ARTICLE X
REPEAL, ALTERATION OR AMENDMENT
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These
Bylaws may be repealed, altered, or amended, or substitute Bylaws
may be adopted at any time by a majority of the Board at any
regular or special meeting, or by the shareholders at a special
meeting called for that purpose. Any amendment made by the
shareholders may not be amended by the Board unless authorized by
the shareholders. No amendment made by the Board that impairs the
rights of any shareholder shall be valid.
IN
WITNESS WHEREOF, the undersigned, being all the directors of
Northwest Oil & Gas Trading Company, Inc., adopts the foregoing
Bylaws, effective as of the date first written above.
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DIRECTORS:
/s/Hau
Wai Cheung
/s/Joachim
Haas
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