BY-LAWS
OF
PINNACLE BUSINESS MANAGEMENT, INC.
ARTICLE 1
STOCKHOLDER'S MEETING
All meetings of stockholders shall be held either at the principal office
of the corporation or at any other place within or without the State of Nevada
as the Board or any person authorized to call such meeting or meetings may
designate.
ARTICLE 2
Annual Meeting
The annual meeting of the stockholders of the corporation shall be held at
two o'clock in the afternoon (2:00 P.M.) of the first Monday in the anniversary
month of the corporation in each year if not a legal holiday, and if a legal
holiday, then at the same time on the next succeeding Monday not a legal holday.
In the event that such annual meeting is omitted by oversight or otherwise on
the date herein provided for, the Directors shall cause a meeting in lieu
thereof to be held as soon thereafter a conveniently may be, and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. Such subsequent meeting shall be called in the
same manner as provided for in the annual stockholders' meeting.
ARTICLE 3
Special Meeting
Except as otherwise provided by law, special meetings of the stockholders
of this corporation shall be held whenever called by the president or by the
treasurer or by a majority of the board of directors or whenever one or more
stockholders who are entitled to vote and who hold at least twenty-five percent
(25%) of the capital stock issued and outstanding shall make written application
therefor to the secretary or an assistant secretary stating the time, place, and
purpose of the meeting called for.
ARTICLE 4
Notice of Stockholders' Meetings
Notice of stockholders' meetings stating the time and place, and the
objects for which such meetings are called, shall be given by the president or
the treasurer or the secretary or an assistant secretary o by any one (1) or
more stockholders or by such other person or persons as the Board of Directors
shall designate by mail not less than ten (10), nor more than sixty (60) days
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prior to the date of the meeting, to each stockholder of record at his address
as it appears on the stock books of the corporation, unless he shall have filed
with the secretary of the corporation a written request that notice intended for
him be mailed to some other address, in which case it shall be mailed to the
address designated in such request. The person giving such notice shall make an
Affidavit in relation thereto.
Any meeting of which all stockholders shall at any time waive or have
waived notice in writing shall be a legal meeting for the transaction of
business, notwithstanding that notice has not been given as hereinbefore
provided.
ARTICLE 5
Waiver of Notice
Whenever any notice whatever is required to be given by these by-laws, or
the articles of incorporation of this corporation, or any of the corporation
laws of the State of Nevada, a waiver thereof in writing, signed by the person
or persons entitled to such notice whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE 6
Quorum of Stockholders
Except as hereinafter provided, and as otherwise provided by law, at the
meeting of the stockholders, a majority in interest of all the capital stock
issued and outstanding, represented by stockholders of record in person or by
proxy, shall constitute a quorum; but a less interest may adjourn any meeting
and the meeting may be held as adjourned without further notice; provided,
however, that directors shall not be elected at meetings so adjourned. When a
quorum is present at any meeting a majority in interest of the stock represented
thereat shall decide any question which by express provision of law or of the
articles of incorporation, or of these by-laws, a larger or different vote is
required, in which case such express provision shall govern and control the
decision o such question.
ARTICLE 7
Proxy and Voting
Stockholders of record may vote at any meeting either in person or by proxy
in writing, which shall be filed with the secretary of the meeting before being
voted. Such proxies shall entitle the holders thereof to vote at any
adjournment of such meeting, but shall not be valid after the expiration of
eleven (11) months from the date of its execution unless the stockholder
executing it shall have specified therein the length of time it is to continue
in force, which shall be for some limited period. Each stockholder, except as
hereinafter otherwise provided, shall be entitled to one (1) vote for each share
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of stock held by him. At all elections of directors of the corporation, each
stockholder shall be entitled to as may votes as shall equal the number of his
shares of stock, multiplied by the number of directors to be elected, and he may
cast all of such votes for a single director, or he may distribute them among
the number to be voted for, or any two (2) or more of them, as he may see fit.
ARTICLE 8
Order of Business
At all such meetings of the stockholders, the order of business shall be:
a) Calling of roll;
a) Proof of notice of the meeting;
a) Approving of minutes of previous meetings;
a) Repots of directors and officers;
a) Election of directors; and
a) Miscellaneous business.
ARTICLE 9
Board of Directors
A board of director shall be chosen by ballot at the annual meeting of the
stockholders, or at any meeting held in place thereof as provided by law. The
number of directors of this corporation shall be determined by the stockholders.
The board of directors may, by resoultion adopted, increase or decrease the
number of the directors of this corporation in accordance with the provisions of
the Articles of Incorporation. Every election of directors by the stockholders
shall be conducted by two (2) inspectors, neither of whom shall be candidate for
the office of director, appointed by the presiding officer of the meeting, but
inspectors of the first election of directors and of all previous meetings of
the stockholders shall be appointed by the board of directors. Before entering
upon the discharge of their duties, the inspectors shall be sworn as provide by
law. The appointment of such inspectors may be waived by the consent of a
majority of stockholders present or represented by proxy at the meeting.
Each director shall serve until the next annual meeting of the stockholders
and until his successor is duly elected and qualified. Directors need not be
stockholders in the corporation. Directors shall be of full age, and at least
one (1) of them shall be a citizen of the United States.
ARTICLE 10
Powers of Directors
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The Board of Directors shall have the entire management of the business of
the corporation. In the management and control of the property, business and
affairs of the corporation, the board of directors is hereby vested with all the
powers possessed by the corporation itself, so far as this delegation of
authority is not inconsistent with the laws of the State of Nevada, with the
Articles of Incorporation of the corporation, or with these y-laws. The Board
of Directors shall have power to determine what constitutes net earnings,
profits and surplus, respectively; what amount shall be reserved for working
capital and for any other purpose, and what amount shall be declared as
dividends, as such determination by the Board of Directors shall be final and
dividends, as such determination by the Board of Directors shall be final and
conclusive. Any action that may be taken by the majority of the board of
directors or a quorum thereof at a regular or special meeting may also be taken
without a regular or special meeting by resolution signed and approved by each
and every member of the board of directors.
ARTICLE 11
Meetings
The regular meetings of the board of directors shall be held at such
places, and at such times, as the Board by vote may determine, and if so
determined no notice thereof need be given. Special meetings of the Board of
Directors may be held at any time or place, whenever and wherever called by the
president, the treasurer, or the secretary. Notice thereof being given to each
director by the secretary or an assistant secretary or an officer calling the
meeting, or at any time without formal notice, provided all the directors are
present, or those not present shall at any time waive or have waived notice
thereof. Notice of special meetings, stating the time and place thereof, shall
be given by mailing the same to each director at his residence or business
address at least two (2) days before the meeting, or by delivering the same to
him personally or telegraphing the same to him at his residence, or business
address, not later than the day before the day on which the meeting is to be
held; unless, in case of emergency, the chairman of the board of directors or
the president shall prescribe a shorter notice to be give personally or by
telegraphing each director at this residence or business address. Such special
meeting shall be held at such time and place as the notice thereof or waiver
shall specify. The officers of the corporation shall be elected by the Board of
Directors after its election by the stockholders, and a meeting may be held
without notice for this purpose immediately after the annual meeting of the
stockholders, and at the same place.
ARTICLE 12
Quorum of Directors
A majority of the members of the board of directors as constituted for the
time being shall constitute a quorum for the transaction of business, but a
lesser number may adjourn any meeting, and the meeting may be held as adjourned
without further notice. When a quorum is present at any meeting, a majority of
the members present thereat shall decide any question brought before such
meeting, except as otherwise provided by law or by these by-laws.
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ARTICLE 13
Limitation of Power
The enumeration of the powers and duties of the directors in these by-laws
shall not be construed to exclude all or any of the powers and duties, except
insofar as the same are expressly prohibited or restricted by the provisions of
these by-laws or the articles of incorporation; and the directors shall have and
exercise all other powers and perform all such duties as may be granted by the
laws of the State of Nevada and do not conflict with the provisions of these
by-laws or articles of incorporation.
ARTICLE 14
Officers
The officers of this corporation shall be a president, a secretary, and a
treasurer and such further officers as the board of directors may from time to
time determine, including, but not limited to, assistant secretary or assistant
secretary-treasurer, who shall be elected and hold office at the pleasure of the
board of directors. The board of directors may, at its discretion, elect one
(1) person to two (2) or more official positions, and may elect a chairman of
the board of directors, who, when present, shall preside at all meetings of the
board of directors, and who shall have such other powers as the board shall
prescribe. The board of directors may provide for an office of counsel.
ARTICLE 15
Eligibility of Officers
The president and the chairman of the board of directors need not be
stockholders, but shall be directors of the corporation. The secretary,
treasurer, and such other officers as may be elected or appointed need not be
stockholders or directors of the corporation. Any person may hold more than one
(1) office.
ARTICLE 16
President
The president shall be the chief executive officer of the corporation and,
when present, shall preside at all meetings of the stockholders and, unless a
chairman of the board of directors has been elected and is present, shall
preside at meetings of the board of directors. The president or a
vice-president, unless some other person is specifically authorized by vote of
the board of directors shall sign all certificates of stock, bonds, deeds,
mortgages, extension agreements, modification of mortgage agreements, leases and
contracts of the corporation. He shall perform all the duties commonly incident
to his office and shall perform such other duties as the board of directors
shall designate.
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ARTICLE 17
Secretary
The secretary shall deep accurate minutes of all meetings of the
stockholders and the board of directors, and shall perform all the duties
commonly incident to his office, and shall perform such other duties and have
such other powers as the board of directors shall designate. The secretary
shall have power, together with the president or a vice-president, to sign
certificates of stock of the corporation. In his absence at any meeting an
assistant secretary or a secretary pro tempore shall perform his duties thereat.
The Secretary, any assistant secretary, and any secretary pro tempore shall be
sworn to the faithful discharge of his duties.
ARTICLE 18
Treasurer
The treasurer, subject to the order of the board of directors, shall have
the care and custody of the money, funds, valuable papers, and documents of the
corporation (other than his won bond, if any, which shall be in the custody of
the president), and shall have and exercise, under the supervision of the board
of directors, all the powers and duties commonly incident to his office, and
shall give bond in such form and with such sureties as shall be required by the
board of directors. He shall deposit all funds of the corporation in such bank
or banks, trust company or trust companies, or with such firm or firms, doing a
banking business, as the directors shall designate. He may endorse for deposit
or collection all checks and notes payable to the corporation or to its order,
may accept drafts on behalf of the corporation, and together with the president
or a vice-president may sign certificates of stock. He shall keep accurate
books of account of the corporation'' transactions which shall be the property
of the corporation, and together with all its property in his possession, shall
be subject at all times to the inspection and control of the board of directors.
All checks, drafts, notes, or other obligations for the payment of money
shall be signed by such officer or officers or agent or agents as the board of
directors shall be general or special resolution direct. The board of directors
may also in its discretion, require, by general or special resolutions, that
checks, drafts, notes, and other obligations for the payment of money shall be
countersigned or registered as a condition to their validity by such officer or
officers or agent or agents as shall be directed in such resolution.
ARTICLE 19
Counsel
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The counsel, if any, shall be the legal advisor of the corporation and
shall receive such salary for his services as the Board of Directors may
determine.
ARTICLE 20
Resignations and Removals
Any directors or officer of the corporation may resign at any time by
giving written notice to the corporation, to the board of directors, or to the
chairman of the board, or to the president, or to the secretary of the
corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified therein, upon its acceptance by the
board of directors.
The stockholders, at any meeting called for the purpose, by vote of a
majority of the stock issued and outstanding, may remove from office any
director or other officer elected or appointed by the stockholders or board of
directors and elect or appoint his successor. The board of directors, by vote
of not less than a majority of the entire board, may remove from office any
officer or agent elected or appointed by it.
ARTICLE 21
Vacancies
If the office of any director or officer or agent becomes vacant by reason
of death, resignation, removal, disqualification, or otherwise, the directors
may by vote of a majority of a quorum, choose a successor or successors, who
shall hold office for the unexpired term. If there shall be less than a quorum
of the directors, but at least two (2) directors at the time in office, the
directors may by a majority vote choose a successor or successors, who shall
hold office for the unexpired term. Vacancies in the board of directors may be
filled for the unexpired term by the stockholders at a meeting called for that
purpose, unless such vacancy shall have been filled by the directors. Vacancies
resulting from an increase in the number of directors may be filled in the same
manner.
ARTICLE 22
Certificates of Stock
Every stockholder shall be entitled to a certificate or certificates of the
capital stock of the corporation in such form as may be prescribed by the board
of directors, duly numbered and kind of shares. Such certificates shall be
signed by the president or a vice-president and by the treasurer or an assistant
treasurer or the secretary, or an assistant secretary.
ARTICLE 23
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Transfer of Stock
Shares of stock may be transferred by delivery of the certificate
accompanied either by an assignment in writing on the back of the certificate or
by a written power of attorney to sell, assign, and transfer the same on the
books of the corporation, signed by the person appearing by the certificate to
be the owner of the shares represented thereby, together with all necessary
federal and state transfer tax stamps affixed, and shall be transferable on the
books of the corporation upon surrender thereof so assigned or endorsed. The
person registered on the books of the corporation as the owner of any shares of
stock shall be entitled to all the rights of ownership with respect to such
shares. It shall be the duty of every stockholder to notify the corporation of
his post office address.
ARTICLE 24
Transfer Books
The transfer books of the stock of the corporation may be closed for such
period, not exceeding forty (40) days, in anticipation of stockholders' meetings
as the board of directors may determine. In lieu of closing the transfer books,
the board of directors may fix a day not more than forty (40) days prior to the
day of holding any meeting of stockholders as the day as of which stockholders
entitled to notice of and to vote at such meeting shall be determined; and only
stockholders of record on such day shall be entitled to notice of or to vote at
such meeting.
ARTICLE 25
Loss of Certificates
In case of the loss, mutilation, or destruction of a certificate of stock,
a duplicate certificate may be issued upon such terms as the board of directors
shall prescribe.
ARTICLE 26
Seal
The corporation shall have a seal on which shall appear the corporate name
and the year when incorporated and such other designs as the board of directors
may determine.
ARTICLE 27
Amendments
The by-laws of the corporation, regardless of whether made by the
stockholders or by the board of directors, may be amended, added to, or repealed
by vote of a majority of the holders of the issued and outstanding capital stock
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of this corporation at any meeting of the stockholders, provided notice of the
proposed change is given in the notice of meeting, or notice thereof is waived
in writing or by a majority vote of the board of directors or the stockholders
at any regularly called meeting.
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Secretary
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