EXHIBIT 3.2
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BYLAWS
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OF
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SUFFIELD TECHNOLOGIES CORP
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ARTICLE I
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SHAREHOLDERS
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1. SHARE CERTIFICATES. Certificates evidencing fully-paid
shares of the corporation shall set forth thereon the
statements prescribed by Section 607.0625 of the Florida
Business Corporation Act ("Business Corporation Act") and by
any other applicable provision of law, must be signed, either
manually or in facsimile, by any one of the following
officers: the President, a Vice President, the Secretary, an
Assistant Secretary, the Treasurer, an Assistant Secretary,
by an officer designated by the Board of Directors, and may
bear the corporate seal or its facsimile. If the person who
signed, either manually or in facsimile, a share certificate
no longer holds office when the certificate is issued, the
certificate is nevertheless valid.
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2. FRACTIONAL SHARES OR SCRIP. The corporation may:
issue fractions of a share or pay in money the fair value of
fractions of share: make arrangements, or provide reasonable
opportunity, for any person entitled to or holding a
fractional interest in a share to sell such fractional
interest or to purchase such additional fractional interests
as may be necessary to acquire a full share; and issue scrip
in registered or bearer form, over the manual or facsimile
signature of an officer of the corporation or its agent,
entitling the holder to receive a full share upon surrendering
enough scrip to equal a full share. Each certificate
representing scrip must be conspicuously labeled "scrip" and
must contain the information required by of Section 607.0625
of the Business Corporation Act. The holder of a fractional
share is entitled to exercise the rights of a shareholder,
including the right to vote, to receive dividends, and to
participate in the assets of the corporation upon liquidation.
The holder of scrip is not entitled to any of these rights
unless the scrip provides for them. The Board of Directors
may authorize the issuance of scrip subject to any condition
considered desirable, including (a) that the scrip will become
void if not exchanged for full shares before a specified date;
and (b) that the shares for which the scrip is exchangeable
may be sold and the proceeds paid to the scripholders.
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3. SHARE TRANSFERS. Upon compliance with any
provisions restricting the transferability of shares that may
be set forth in the articles of incorporation, these Bylaws,
or any written agreement in respect thereof, transfers of
shares of the corporation shall be made only on the books of
the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, or
with a agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon, if any. Except as may
be otherwise provided by law or these Bylaws, the person in
whose name shares stand on the books of the corporation shall
be deemed the owner thereof for all purposes as regards the
corporation; provided that whenever any transfer of shares
shall be made for collateral security, and not absolutely,
such fact, if known to the Secretary of the
corporation shall be so expressed in the entry of transfer.
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4. RECORD DATE FOR SHAREHOLDERS. For the purpose of
determining shareholders entitled to notice of or to vote any
meeting of shareholders to demand a special meeting, or to
take any other action, the Board of Directors, of the
corporation may fix a date as the record date for any such
determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring
such determination of shareholders. A determination of
shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date,
which it must do if the meeting is adjourned to a date more
than one hundred twenty days (120) days after the date fixed
for the original meeting.
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5. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of shareholders or a waiver
thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be,
the term "share" or "shares" or "shareholder" or
"shareholders" refers to an outstanding share or shares and to
a holder or holders of record of outstanding shares when the
corporation is authorized to issue only on a class of shares,
and said reference is also intended to include any outstanding
share or shares and any holder or holders of record of
outstanding shares of any class upon which or upon whom the
articles of incorporation confer such rights where there are
two or more classes or series of shares or upon whom the
Business Corporation Act confers such rights
notwithstanding that the articles of incorporation may provide
for more than one class or series of shares, one or more of
which are limited or denied such rights thereunder.
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6. SHAREHOLDER MEETING.
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-TIME. The annual meeting shall be held on the date fixed
from time to time by the directors. A special meeting shall
be held on the date fixed from time to time by the directors
except when the Business Corporation Act confers
the right to call a special meeting upon the shareholders.
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-PLACE. Annual meetings and special meetings shall be held
at such place in or out of the State of Florida as the
directors shall from time to time fix.
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-CALL. Annual meetings may be called by the directors or the
Chairman of the Board of Directors, the Vice Chairman of the
Board of Directors, the President , or the Secretary or by an
officer instructed by the directors or the President to call
the meeting. Special meetings may be called in like manner.
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-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE . The
corporation shall notify shareholders of the date, time, and
place of each annual and special shareholders' meeting. Such
notice shall be no fewer than ten or more than sixty days
before the meeting date. Unless the Business Corporation Act
or the articles of incorporation require otherwise, notice of
an annual meeting need not include a description of the
purpose or purposes for which the meeting need not include a
description of the purpose or purposes for which the meeting
is called. Notice shall be given in the manner provided in
Section 607.0141 of the Business Corporation Act, by or at
the direction of the President, the Secretary, or the officer
or persons calling the meeting. Notice of a special meeting
must include a description of the purpose or purposes for
which the meeting is called. Unless the Business Corporation
Act or the articles of incorporation require
otherwise, the corporation is required to give notice only to
shareholders entitled to vote at the meeting. A shareholder
may waive any notice required by the Business Corporation Act,
the articles of incorporation, or the Bylaws before or after
the date and time stated in the notice. The waiver must be in
writing, be signed by the shareholder entitled to the notice,
and be delivered to the corporation for inclusion in the
objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business
at the meeting; or waives objection to consideration of a
particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is
presented.
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-VOTING LIST FOR MEETING. After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of
the names of all its shareholders who are entitled to notice
of a shareholders' meeting, arranged by voting group, with the
address of and number and class and series, if any of shares
held by each shareholder. The shareholders' list must be
available for inspection by any shareholder, for a period of
ten days prior to the meeting or such sorter time as exists
between the record date and the meeting and continuing
through the meeting at the corporation's
principal office, or at a place identified in the meeting
notice in the city where the meeting will be held, or at the
office, of the corporation's transfer agent or registrar. A
shareholder, his agent or attorney is entitled on written
demand to inspect the list subject to the requirements of
Section 607.1602(3) of the Business Corporation Act, to copy
the list, during regular business hours and at his expense,
during the period it is available for inspection. The
corporation shall make the shareholders' list available at the
meeting, and any shareholder, or his agent or attorney is
entitled to inspect the list at any time during the meeting or
any adjournment.
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-CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by one of the following officers in the order of
seniority and if present and acting - the Chairman of the
Board, if any, the Vice Chairman of the Board, if any, the
President, a Vice President, if any, or, if none of the
foregoing is in office and present and acting, by a chairman
to be chosen by the shareholders. The Secretary of the
corporation, or his absence, an Assistant Secretary, shall act
as secretary of every meeting, but, if neither the Secretary
nor an Assistant Secretary is present, the chairman of the
meeting shall appoint a secretary of he meeting.
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-PROXY REPRESENTATION. A shareholder may appoint a proxy to
vote or otherwise act for him by signing an appointment from,
either personally or his attorney-in-fact. An appointment of
a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes.
An appointment is valid for up to eleven months, unless a
longer period is expressly provided in the appointment form.
An appointment of a proxy is revocable by the shareholder
unless the anointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.
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-SHARES HELD BY NOMINEES. The corporation may establish a
procedure by which the beneficial owner of shares that are
registered in the name of a nominee is recognized by the
corporation as the shareholder. The extent of this
recognition may be determined in the procedure.
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-QUORUM . Unless the articles of incorporation or the
Business Corporation Act provides otherwise, a majority of the
votes entitled to be cast on a matter by a voting a group
constitutes a quorum o that voting group for action on that
matter. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of
those shares exists with respect to that matter. Once a share
is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting
and for any adjournment of that meeting unless a new record
date is or must be set for that adjourned meeting.
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-VOTING. Directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a
meeting at which a quorum is present. If a quorum exists,
action on a matter, other than the election of directors, by a
voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the
action, unless the articles of incorporation or the Business
Corporation Act requires a greater number of affirmative
votes.
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7. ACTION WITHOUT MEETING. Unless otherwise provided in the
articles of incorporation action required or permitted by the
provisions of the Business Corporation Act to be taken at an
annual or special meeting of shareholders may be taken without
a meeting, without prior notice, and without a vote if the
action is taken by the holders of outstanding stock of each
voting group entitled to vote thereon having not less than the
minimum number of votes with respect to each voting group that
would be necessary to authorize or take such action at a
meeting at which all voting groups and shares entitled to vote
hereon were present and voted. In order to be effective the
action must be evidenced by one or more written consents
describing the action taken , dated and signed by approving
shareholders having the requisite number of each voting group
entitled to vote thereon, and delivered to the corporation by
delivery to its principal office in State of Florida, its
principal place of business, the corporate Secretary, or
another officer or agent of the corporation having custody of
the book in which proceedings of meetings of shareholders are
recorded. No written consent shall be effective to take the
corporate action referred to therein, unless within sixty days
of the date of the earliest dated consent delivered in the
manner require by Section 607.0704 of the Business Corporation
Act, written consents signed by holders of shares having the
number of votes required to take action are delivered to the
corporation by delivery as set forth in Section 607.0704 of
the Florida Business Corporation Act. Action under thus
paragraph be subject to the requirements of Section 607.0704
of the Business Corporation Act.
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ARTICLE II
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BOARD OF DIRECTORS
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1. FUNCTIONS GENERALLY - COMPENSATION. All corporate power
shall be exercised by or under the authority of, and the business
and affairs of the corporation managed under the direction of,
a Board of Directors. The Board may fix the compensation of
directors.
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2.QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident of
the State of Florida. The initial Board of Directors shall
consist of one person, which shall be the number of directors
until changed. Thereafter, the number of directors shall not be
less than one (1) nor more than ten (10). The number of
directors may be fixed or changed from time to time by the
shareholders. The number shall never be less than one.
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3. TERMS AND VACANCIES. The Terms of the initial directors of
the corporation expire at the first shareholders' meeting at
which directors are elected. The terms of all other directors
expire at the next annual shareholders' meeting following
their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term
of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. Despite
the expiration of a director's term, the director
continues to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors.
Whenever a vacancy occurs on the Board of Directors, including
a vacancy resulting from an increase in the numbers of directors,
it may be filled by the affirmative vote of a majority of the
remaining directors, through less than a quorum of the Board
of Directors, or by the shareholders, unless the articles of
incorporation provide otherwise.
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4. MEETINGS.
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-TIME. Meetings shall be held at such time as the Board
shall fix, except that the first meeting of a newly elected
Board shall be held as soon after its election as the
directors may conveniently assemble.
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-PLACE. The Board of Directors may hold regular or special
meetings in or out of the State of Florida at such place as
shall be fixed by the Board.
-CALL. No call shall be required for regular meetings for
which time and place have been fixed. Special meetings may
be called by or at the direction of the Chairman of the Board,
if any, the Vice Chairman of the Board, if any, of the
President, or of a unanimous decision by all of the directors
in office.
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-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings
of the Board of Directors may be held without notice of the
date, time, place, or purpose of the meeting. Written, or
oral, notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of a special meeting need not
describe the purpose of the meeting. Notice of a meeting of
the Board of Directors need not given to any director who
signs a waiver of notice of such meeting and a waiver of any
and all objection to the place of the meeting, the time of the
meeting, or the manner in which it has been called or
convened, except when a director states, at the beginning of
the meeting or promptly upon arrival at the meeting, any
objection to the transaction of business because the meeting
is not lawfully called or convened.
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-QUORUM AND ACTION. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed
in or fixed in accordance with these Bylaws. If a quorum is
present when a vote is taken, the affirmative vote of a
unanmious vote of directors present is the act of the Board of
Directors. The Board of Directors may permit any or all
directors to participate in a regular or special meeting by,
or conduct the meeting through use of, any means of
communication by which all directors participating may
simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be
present in person at the meeting.
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-CHAIRMAN OF THE MEETING. Meetings of the Board of Directors
shall be presided over by the following directors in the order
of seniority and if present and acting the Chairman of the
Board, if any, the Vice Chairman of the Board, if any, the
President, or ny other director chosen by the Board.
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5. REMOVAL OF DIRECTORS . The shareholders may remove one or
more directors with or without cause pursuant to the
provisions of Section 607.0808 of the Business Corporation
Act.
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6. 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 or more other
committees each of which, to the extent provided in such
resolution or in the articles of incorporation or the Bylaws,
shall have and may exercise all the authority of the Board of
Directors, except such authority as may not be delegated under
the Business Corporation Act. Each committee may have two or
more members, who serve at the pleasure of the Board of
Directors. The provisions of Sections 607.082, 607.0823, and
607.0824 of the Business Corporation Act, which govern
meetings, notice and waiver of notice, and quorum and voting
requirements, apply to committees and their members as well.
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7. ACTION WITHOUT MEETING. Action required or permitted by the
Business Corporation Act to be taken at a Board of Directors'
meeting or committee meeting may be taken without a meeting if
the action is taken by all members of the Board or of the
committee. The action must be evidenced by one or more
written consents describing the action taken, signed by each
director or committee member. Action taken under this
paragraph is effective when the last director signs the
consent, unless the consent specifies a different effective
date.
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ARTICLE III
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OFFICERS
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The corporation shall have a President, and a Secretary, and
such other officers as may be deemed necessary, who may be
appointed by the directors. The same individual may
simultaneously hold more than one office in the corporation.
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A duly appointed officer may appoint one or more officers or
assistant officers is authorized by the Board of Directors.
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Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or by
direction of an officer authorized by the Board of Directors
to prescribe the duties of other officers; provided, that the
Secretary shall have the responsibility for preparation and
custody of minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.
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The Board of Directors may remove any officer at any time with
or without cause.
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ARTICLE IV
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REGISTERED OFFICE AND AGENT
The address of the initial registered office of the
corporation and the name of the initial registered agent of
the corporation are set forth in the original articles of
incorporation.
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