BYLAWS
OF
REMEDENT USA, INC.
a Nevada corporation
<PAGE>
BYLAWS
OF
REMEDENT USA, INC.
a Nevada corporation
These are Bylaws of Remedent USA, Inc., a Nevada corporation
(the "corporation").
ARTICLE
1
OFFICES
1.1 Registered Office. The registered office of REMEDENT USA, INC. (the
"corporation") shall be located at 7301 E. Evans Road, Scottsdale, AZ 85260.
1.2 Locations of Offices. The corporation may also have offices at such
other places both within and without the states of Nevada, Arizona and
California as the board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE
2
STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of the stockholders shall be
held within 180 days after the end of the corporation's fiscal year at such time
as is designated by the board of directors and as is provided for in the notice
of the meeting. If the election of directors shall not be held on the day
designated herein for the annual meeting of the stockholders or at any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the stockholders as soon thereafter as may be
convenient.
2.2 Special Meeting. Special meeting of the stockholders may be called
at any time in the manner provided in the Articles of Incorporation. At any time
special meeting of the stockholders, only such business shall be conducted as
shall have been stated in the notice of such special meeting.
2.3 Place of Meetings. The board of directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or for any special meeting called by the board of director. A
waiver of notice signed by all stockholders entitled to vote at a meeting may
designate any place, either within or without the state of incorporation, as the
place for the holding of such meeting. If no designation is made or if a special
meeting be otherwise called, the place of meeting shall be at the principal
office of the corporation.
2.4 Notice of Meetings. The secretary or assistant secretary, if any,
shall cause notice of the time, place, and purpose or purpose of all meetings of
the stockholders (whether annual or special), to be mailed at least 10 but not
more than 60 days prior to the meeting, to each stockholder of record entitled
to vote.
2.5 Waiver of Notice. Any stockholder may waive notice of any meeting
of stockholders (however called or noticed, whether or not called or noticed,
and whether before, during, or after the meeting) by signing a written waiver of
notice or a consent to the holding of such meeting or any approval of the
minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of notice regardless of whether waiver,
consent, or approval is signed or any objections are made, unless attendance is
solely for the purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. All such waivers, consents, or approvals shall be made a part of the
minutes of the meeting.
2.6 Fixing Records Date. For the purpose of (i) determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting; (ii) stockholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or entitled to exercise any
rights in respect to any change, conversion, or exchange of stock; or (iii) for
the purpose of any other lawful action, the board of directors may fix in
advance a date as the record date for any such determination of stockholders,
such date in any case to be not more than 60 days and, in case of a meeting of
stockholders, not less than 10 days prior to the date on which the particular
action requiring such determination of stockholders is to be taken. If no record
date is fixed for the determination of stockholders entitled to notice of or to
vote as a meeting, the day preceding the date on which notice of meeting is
mailed shall be the record date. For any other purpose, the record date shall be
the close of business on the date on which the resolution of the board of
directors pertaining thereto is adopted. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof. Failure
to comply with this section shall not affect the validity of any action taken at
a meeting of stockholders.
2.7 Voting Lists. The officers of the corporation shall cause to be
prepared from the stock ledger at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten 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 principal
executive office of the corporation. 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 stockholder who is present. The original stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section, or the books of the corporation, or
to vote in person or by proxy at any meeting of stockholders.
2.8 Quorum. Unless otherwise provided in the Articles of Incorporation,
stock representing a majority of the voting power of all outstanding stock of
the corporation entitled to vote, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such reconvened
meeting at which a quorum is 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 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 stockholder of record entitled to
vote at the meeting.
2.9 Vote Required. When a quorum is present at any meeting, the vote of
the holders of stock having a majority of the voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one on which by express provision of the statutes of the
state of Nevada or of the Articles of Incorporation a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
2.10 Voting of Stock. Unless otherwise provided in the Articles of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, subject to the modification of
such voting rights of any class or classes of the corporation's capital stock by
the certificate or incorporation.
2.11 Proxies. At each meeting of the stockholders, each stockholder
entitled to vote shall be entitled to vote in person or by proxy; provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act shall have been executed in writing by the
registered holder or holders of such stock, as the case may be, as shown on the
stock ledger of the corporation or by his attorney thereunto duly authorized in
writing. Such instrument authorizing a proxy to act shall be delivered at the
beginning of such meeting to the secretary of the corporation or to such other
officer or person who may, in the absence of the secretary, be acting as
secretary of the meeting. In the event that any such instrument shall designate
two or more persons to act as proxy, a majority of such persons present at the
meeting, or if only one be present, that one shall (unless the instrument shall
otherwise provide) have all of the powers conferred by the instrument on all
persons so designated. Persons holding stock in a fiduciary capacity shall be
entitled to vote the stock so held, and the persons whose shares are pledged
shall be entitled to vote, unless the transfer by the pledgor in the books and
records of the corporation shall have expressly empowered the pledgee to vote
thereon, in which case the pledgee, or his proxy, may represent such stock and
vote thereon. No proxy shall be voted or acted on after three years from its
date, unless the proxy provides for a longer period.
2.12 Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in this section shall be eligible for
election as directors. Nominations of persons for election to the board of
directors of the corporation may be made at a meeting of stockholders at which
directors are to be elected only (a) by or at the direction of the board of
directors or (b) by any stockholder of the corporation entitled to vote for the
election of directors at a meeting who complies with the notice procedures set
forth in this section. Such nominations, other than those made by or at the
direction of the board of directors, shall be made by timely notice in writing
to the secretary of the corporation. To be timely, a stockholder's notice must
be delivered or mailed to and received at the principal executive offices of the
corporation not less than 30 days prior to the date of the meeting; provided, in
the event that less than 40 days' notice of the date of the meeting is given or
made to stockholders, to be timely, a stockholder's notice must be so received
not later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed. Such stockholder's notice
shall set forth (a) as to each person whom such stockholder proposed to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to regulation 14A
under the Securities Exchange Act of 1934, as amended (including each such
person's written consent to serve as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address of such stockholder as it
appears on the corporation's books, and (ii) the class and number of shares of
the corporation's capital stock that are beneficially owned by such stockholder.
At the request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the provisions of this section. The officer of the corporation or other person
presiding at the meeting shall, if the facts so warrant, determine and declare
to the meeting that a nomination was not made in accordance with such
provisions, and if such officer should so determine, such officer shall so
declare to the meeting, and the defective nomination shall be disregarded.
2.13 Inspectors of Election. There shall be appointed two inspectors of
the vote. Such inspectors shall first take and subscribe an oath or affirmation
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of their ability. Unless appointed in
advance of any such meeting by the board of directors, such inspectors shall be
appointed for the meeting by the presiding officer. No director or candidate for
the officer of director shall be appointed as such inspector. Such inspectors
shall be responsible for tallying and certifying each vote required to be
tallied and certified by them as provided in the resolution of the board of
directors appointing them or in their appointment by the person presiding at
such meeting, as the case may be.
2.14 Election of Directors. At all meetings of the stockholders at
which directors are to be elected, except as otherwise set forth in any
preferred stock designation (as defined in the Articles of Incorporation) with
respect to the right of the holders of any class or series of preferred stock to
elect additional directors under specified circumstances, directors shall be
elected by a plurality of the votes cast at the meeting. The election need not
be by ballot unless any stockholder so demands before the voting begins. Except
as otherwise provided by law, the Articles of Incorporation, any preferred stock
designation, or these bylaws, all matters other than the election of directors
submitted to the stockholders at any meeting shall be decided by a majority of
the votes cast with respect thereto.
2.15 Business at Annual Meeting. At any annual meeting of the
stockholders, only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the board of directors or (b)
by any stockholder of the corporation who is entitled to vote with respect
thereto and who complies with the notice procedures set forth in this section.
For business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
secretary of the corporation. To be timely, a stockholder's notice shall be
delivered or mailed to and received at the principal executive offices of the
corporation not less than 30 days prior to the date of the annual meeting;
provided, in the event that less than 40 days' notice of the date of the meeting
is given or made to stockholders, to be timely, a stockholder's notice shall be
so received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed. A
stockholder's notice to the secretary shall set forth as to each matter such
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the corporation's capital stock
that are beneficially owned by such stockholder, and (d) any material interest
of such stockholder in such business. Notwithstanding anything in these bylaws
to the contrary, no business shall be brought before or conducted at an annual
meeting except in accordance with the provisions of this section. The officer of
the corporation or other person presiding at the annual meeting shall, if the
facts so warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with such provisions, and if
such presiding officer should so determine and declare to the meeting that
business was not properly brought before the meeting in accordance with such
provisions and if such presiding officer should so determine, such presiding
officer shall so declare to the meeting, and any such business so determined to
be not properly brought before the meeting shall not be transacted.
2.16 Business at Special Meeting. At any special meeting of the
stockholders, only such business shall be conducted as shall have been stated in
the notice of such special meeting.
2.17 Written Consent to Action by Stockholders. Unless otherwise
provided in the Articles of Incorporation, any action required to be taken at
any annual or special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such stockholders 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
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporation action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
2.18 Procedure for Meetings. Meeting of the stockholders shall be
conducted pursuant to such reasonable rules of conduct and protocol as the board
of directors may prescribe or, if no such rules are prescribed, in accordance
with the most recent published edition of ROBERT'S RULES OF ORDER.
ARTICLE
3
DIRECTORS
3.1 General Powers. The business of the corporation shall be managed
under the direction of its board of directors, which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these bylaws directed or
required to be exercised or done by the stockholders.
3.2 Number, Term, and Qualifications. The number of directors which
shall constitute the board, subject to the limitations set forth in the Articles
of Incorporation, shall be determined by resolution of a majority of the total
number of directors if there were no vacancies (the "Whole Board") or by the
stockholders at the annual meeting of the stockholders or a special meeting
called for such purpose, except as provided in section 3.3 of this article, and
each director elected shall hold office until his successor is elected and
qualified. Directors need not be residents of the state of incorporation or
stockholders of the corporation. Initially the corporation shall have seven
directors.
3.3 Vacancies and Newly Created Directorships. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum of the Whole Board, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and qualified. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute.
3.4 Regular Meetings. A regular meeting of the board of directors shall
be held without other notice than this bylaw immediately following and at the
same place as the annual meeting of stockholders. The board of directors may
provide by resolution the time and place, either within or without the state of
incorporation, for the holding of additional regular meetings without other
notice than such resolution.
3.5 Special Meetings. special meetings of the board of directors may be
called by or at the request of the president, vice president, or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the board of
directors called by them.
3.6 Meetings by Telephone Conference Call. Members of the board of
directors may participate in a meeting of the board of directors or a committee
of the board of directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
3.7 Notice. Notice of any special meeting shall be given at least 72
hours prior thereto by written notice delivered personally or sent by facsimile
transmission confirmed by registered mail or certified mail, postage prepaid, or
by overnight courier to each director. Each director shall register his or her
address and telephone number(s) with the secretary for purpose of receiving
notices. Any such notice shall be deemed to have been given as of the date so
personally delivered or sent by facsimile transmission or as of the day
following dispatch by overnight courier. Any director may waive notice of any
meting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. An entry of the service of notice
given in the manner and at the time provided for in this section may be made in
the minutes of the proceedings of the board of directors, and such entry, if
read and approved at a subsequent meeting of the board of directors, shall be
conclusive on the issue of notice.
3.8 Quorum. A majority of the Whole Board shall constitute a quorum for
the transaction of business at any meeting of the board of directors, provided,
that the directors present at a meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors if
any action taken is approved by a majority of the required quorum for such
meeting. If less than a majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.
3.9 Manner of Acting. The act of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the board of
directors, and individual directors shall have no power as such.
3.10 Compensation. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
3.11 Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting, unless he shall file
his written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof, or unless he shall forward such
dissent by registered or certified mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
3.12 Resignations. A director may resign at any time by delivering a
written resignation to either the president, a vice president, the secretary, or
assistant secretary, if any. The resignation shall become effective on giving of
such notice, unless such notice specifies a later time for the effectiveness of
such resignation.
3.13 Written Consent to Action by Directors. Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.
3.14 Removal. Subject to any limitations set forth in the Articles of
Incorporation, at meeting expressly called for that purpose, one or more
directors may be removed by a vote of a majority of the shares of outstanding
stock of the corporation entitled to vote at an election of directors.
ARTICLE
4
OFFICERS
4.1 Number. The officers of the corporation shall be a president, one
or more vice presidents, as shall be determined by resolution of the board of
directors, a secretary, a treasurer, and such other officers as may be appointed
by the board of directors. The board of directors may elect, but shall not be
required to elect, a chairman of the board, and the board of directors may
appoint a general manager.
4.2 Election, Term of Office, and Qualifications. The officers shall be
chosen by the board of directors annually at its annual meeting. In the event of
failure to choose officers at an annual meeting of the board of directors,
officers may be chosen at any regular or special meeting of the board of
directors. Each such officer (whether chosen at an annual meeting of the board
of directors to fill a vacancy or otherwise) shall hold his office until the
next ensuing annual meeting of the board of directors and until his successor
shall have been chosen and qualified, or until his death until his resignation
or removal in the manner provided in these bylaws. Any one person may hold any
two or more of such offices, except that the president shall not also be the
secretary. No person holding two or more offices shall execute any instrument in
the capacity of more than one office. The chairman of the board, if any, shall
be and remain director of the corporation during the term of his office. No
other officer need be a director.
4.3 Subordinate Officers, Etc. The board of directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority, and
perform such duties as the board of directors from time to time may determine.
The board of directors from time to time may delegate to any officer or agent
the power to appoint any such subordinate officer or agents and to prescribe
their respective titles, terms of office, authorities, and duties. Subordinate
officers need not be stockholders or directors.
4.4 Resignations. Any officer may resign at any time by delivering a
written resignation to the board of directors, the president, or the secretary.
Unless otherwise specified therein, such resignation shall take effect on
delivery.
4.5 Removal. Any officer may be removed from office at any special
meeting of the board of directors called for that purpose or at a regular
meeting, by the vote of a majority of the directors, with or without cause. Any
officer or agent appointed in accordance with the provisions of section 4.3
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the board of directors.
4.6 Vacancies and Newly Created Offices. If any vacancy shall occur in
any office by reason of death, resignation, removal, disqualification, or any
other cause or if a new office shall be created, then such vacancies or newly
created offices may be filled by the board of directors at any regular of
special meeting.
4.7 The Chairman of the Board. The chairman of the board, if there be
such an officer, shall have the following powers and duties:
(a) He shall preside at all stockholders' meetings;
(b) He shall preside at all meetings of the board of directors; and
(c) He shall be a member of the executive committee, if any.
4.8 The Chief Executive Officer. The chief executive officer of the
corporation shall have the same powers and duties as the president, as described
below, and, in addition, shall have such powers and duties as may be directed by
the board of directors of the corporation from time to time.
4.9 The President. The president shall have the following powers and
duties:
(a) He shall be the chief executive officer of the corporation
and, subject to the direction of the board of directors, shall have
general charge of the business, affairs, and property of the
corporation and general supervision over its officers, employees, and
agents;
(b) If no chairman of the board has been chosen or if such officer
is absent or disabled, he shall preside at meetings of the stockholders
and board of directors;
(c) He shall be a member of the executive committee, if any;
(d) He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been authorized by
the board of directors; and
(e) He shall have all power and perform all duties normally
incident to the office of a president of a corporation and shall
exercise such other powers and perform such other duties as from time
to time may be assigned to him by the board of directors.
4.10 The Vice-Presidents. The board of directors may, from time to
time, designate and elect one or more vice-presidents, one of whom may be
designated to serve as executive vice-president. Each vice-president shall have
such powers and perform such duties as from time to time may be assigned to him
by the board of directors or the president. At the request or in the absence or
disability of the president, the executive-vice president or, in the absence or
disability of the executive vice-president, the vice-president designated by the
board of directors or (in the absence of such designation by the board of
directors) by the president, as senior vice-president, may perform all the
duties of the president, and when so acting, shall have all the powers of, and
be subject to all the restrictions on, the president.
4.11 The Secretary. The secretary shall have the following powers and
duties:
(a) He shall keep or cause to be kept a record of all of the
proceedings of the meetings of the stockholders and of the board of
directors in books provided for that purpose;
(b) He shall cause all notices to be duly given in accordance with
the provisions of these bylaws and as required by statute;
(c) He shall be the custodian of the records and of the seal of
the corporation, and shall cause such seal (or a facsimile thereof) to
be affixed to all certificates representing stock of the corporation
prior to the issuance thereof and to all instruments, the execution of
which on behalf of the corporation under its seal shall have been duly
authorized in accordance with these bylaws, and when so affixed, he may
attest the same;
(d) He shall see that the books, reports, statements,
certificates, and other documents and records required by statute are
properly kept and filed;
(e) He shall have charge of the stock ledger and books of the
corporation and cause such books to be kept in such manner as to show
at any time the amount of the stock of the corporation of each class
issued and outstanding, the manner in which and the time when such
stock was paid for, the names alphabetically arranged and the addresses
of the holders of record thereof, the amount of stock held by each
older and time when each became such holder of record; and he shall
exhibit at all reasonable times to any director, on application, the
original or duplicate stock ledger. He shall cause the stock ledger
referred to in section 6.4 hereof to be kept and exhibited at the
principal office of the corporation, or at such other place as the
board of directors shall determine, in the manner and for the purpose
provided in such section;
(f) He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been authorized by
the board of directors; and
(g) He shall perform in general all duties incident to the office
of secretary and such other duties as are given to him by these bylaws
or as from time to time may be assigned to him by the board of
directors or the president.
4.12 The Treasurer. The treasurer shall have the following powers and
duties:
(a) He shall have charge and supervision over and be responsible
for the monies, securities, receipts, and disbursements of the
corporation;
(b) He shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the
corporation in such banks or trust companies or with such banks or
other depositories as shall be selected in accordance with section 4.3
hereof;
(c) He shall cause the monies of the corporation to be disbursed
by checks or drafts (signed as provided in section 5.4 hereof) drawn on
the authorized depositories of the corporation, and cause to be taken
and preserved property vouchers for all monies disbursed;
(d) He shall render to the board of directors or the president,
whenever requested, a statement of the financial condition of the
corporation and of all of his transactions as treasurer, and render a
full financial report at the annual meeting of the stockholders, if
called on to do so;
(e) He shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to
any directors on request during business hours;
(f) He shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements giving such
information as he may desire with respect to any and all financial
transactions of the corporation;
(g) He shall perform in general all duties incident to the office
of treasurer ad such other duties as are give to him by these bylaws or
as from time to time may be assigned to him by the board of directors
or the president; and
(h) He shall, in the absence of the designation to the contrary by
the board of directors, act as the chief financial officer and/or
principal accounting officer of the corporation.
4.13 Salaries. The salaries or other compensation of the officers of
the corporation shall be fixed from time to time by the board of directors,
except that the board of directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents appointed in accordance with the provisions of section 4.3
hereof. no officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he is also a director of the
corporation.
4.14 Surety Bonds. In case the board of directors shall so require, any
officer or agent of the corporation shall execute to the corporation a bond in
such sums and with such surety or sureties as the board of directors may direct,
conditioned on the faithful performance of his duties to the corporation,
including responsibility for negligence and for the accounting of all property,
monies, or securities of the corporation which may come into his hands.
ARTICLE
5
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
5.1 Execution of Instruments. Subject to any limitation contained in
the Articles of Incorporation or these bylaws, the president or any
vice-president may, in the name and on behalf of the corporation, execute and
deliver any contract or other instrument authorized in writing by the board of
directors. The board of directors may, subject to any limitation contained in
the Articles of Incorporation or in these bylaws, authorize in writing any
officer or agent to execute and deliver any contract or other instrument in the
name and on behalf of the corporation; any such authorization may be general or
confined to specific instances.
5.2 Loans. No loan or advance shall be contracted on behalf of the
corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the corporation
shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security
for the payment of any loan, advance, indebtedness, or liability of the
corporation, unless and except as authorized by the board of directors. Any such
authorization may be general or confined to specific instances.
5.3 Deposits. All monies of the corporation not otherwise employed
shall be deposited form time to time to its credit in such banks or trust
companies or with such bankers or other depositories as the board of directors
may select or as from time to time may be selected by any officer or agent
authorized to do so by the board of directors.
5.4 Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
endorsements, and, subject to the provisions of these bylaws, evidences of
indebtedness of the corporation shall be signed by such officer or officers or
such agent or agents of the corporation and in such manner as the board of
directors from time to time may determine. Endorsements for deposits to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the board of directors from time to time may determine.
5.5 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
in case any officer who signed or whose facsimile signature has been used on any
such bond or debenture shall cease to be an officer of the corporation for any
reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
5.6 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements,
and assignments of stocks, bonds, and other securities owned by or standing in
the name of the corporation and the execution and delivery on behalf of the
corporation of any and all instruments in writing incident to any such sale,
transfer, endorsement, or assignment shall be effected by the president or by
any vice-president and the secretary or assistant secretary, or by any officer
or agent thereunto authorized by the board of directors.
5.7 Proxies. proxies to vote with respect to stock of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation or by any officer or agent
thereunder authorized by the board of directors.
ARTICLE
6
CAPITAL STOCK
6.1 Stock Certificates. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by the president or any vice-president
and the secretary or assistant secretary, and sealed with the seal (which may be
a facsimile, engraved or printed) of the corporation, certifying the number and
kind, class, or series of stock owned by him in the corporation; provided,
however, that where such a certificate is countersigned by (a) a transfer agent
or an assistant transfer agent, or (b) registered by a registrar, the signature
of any such president, vice-president, secretary, or assistant secretary may be
a facsimile. In case any officer who shall have signed or whose facsimile
signature or signatures shall have been used on any such certificate shall cease
to be such officer of the corporation, for any reason, before the delivery of
such certificate by the corporation, such certificate may nevertheless be
adopted by the corporation and be issued and delivered as though the person who
signed it or whose facsimile signature or signatures shall have been used
thereon has not ceased to be such officer. Certificates representing stock of
the corporation shall be in such form as provided by the statutes of the state
of incorporation. There shall be entered on the stock books of the corporation
at the time of issuance of each share, the number of the certificate issued, the
name and address of the person owning the stock represented thereby, the number
and kind, class, or series of such stock, and the date of issuance thereof.
Every certificate exchanged or returned to the corporation shall be marked
"canceled" with the date of cancellation.
6.2 Transfer of Stock. Transfers of stock of the corporation shall be
made on the books of the corporation by the holder of record thereof or by his
attorney thereunto duly authorized by a power of attorney duly executed in
writing and filed with the secretary of the corporation or any of its transfer
agents, and on surrender of the certificate or certificates, properly endorsed
or accompanied by proper instruments or transfer, representing such stock.
Except as provided by law, the corporation and transfer agents and registrars,
if any, shall be entitled to treat the holder of record of any stock 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 stock on
the part of any other person whether or not it or they shall have express or
other notice thereof.
6.3 Regulations. Subject to the provisions of the Articles of
Incorporation, the board of directors may make such rules and regulations as
they may deem expedient concerning the issuance, transfer, redemption, and
registration of certificates for stock of the corporation.
6.4 Maintenance of Stock Ledger at Principal Place of Business. A stock
ledger (or ledgers where more than one kind, class, or series of stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the board of directors shall determine,
containing the names alphabetically arranged of original stock holders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of stock held by each. Such
stock ledgers shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
6.5 Transfer Agents and Registrars. The board of directors may appoint
one or more transfer agents and one or more registrars with respect to the
certificates representing stock of the corporation and may require all such
certificates to bear the signature of either or both. The board of directors may
from time to time define the respective duties of such transfer agents and
registrars. No certificate for stock shall be valid until countersigned by a
transfer agent, if at the date appearing thereon the corporation had a transfer
agent for such stock, and until registered by a registrar, if at such date the
corporation had a registrar for such stock.
6.6 Closing of Transfer Books and Fixing of Record Date.
(a) The board of directors shall have power to close the stock
ledgers of the corporation for a period of not to exceed 60 days
preceding the date of any meeting of stockholders, the date for payment
of any dividend, the date for the allotment of rights, or the date when
any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining the consent of
stockholders for any purpose.
(b) In lieu of closing the stock ledgers as aforesaid, the board
of directors may fix in advance a date, not less than 10 days and not
exceeding 60 days preceding the date of any meeting of stockholders,
the date for the payment of any dividend, the date for the allotment of
rights, the date when any change or conversion or exchange of capital
stock shall go into effect, a date in connection with obtaining any
such consent, as a record date for the determination of the
stockholders entitled to a notice of, and to vote at, any such meeting
and any adjournment thereof, entitled to receive payment of any such
dividend, to any such allotment of rights, to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or
to give such consent.
(c) If the stock ledgers shall be closed or a record date set for
the purpose of determining stockholders entitled to notice of, or to
vote at, a meeting of stockholders, such books shall be closed for or
such record date shall be at least ten days immediately preceding such
meeting.
6.7 Lot or Destroyed Certificates. The corporation may issue a new
certificate for stock of the corporation in place of any certificate theretofore
issued by it, alleged to have been lost or destroyed, and the board of directors
may, in its discretion, require the owner of the lost or destroyed certificate
or his legal representatives to give the corporation a bond in such form and
amount as the board of directors may direct and with such surety or sureties as
may be satisfactory to the board, and to indemnify the corporation and its
transfer agents and registrars, if any, against any claims that may be made
against it or any such transfer agents and registrars, if any, against any
claims that may be made against it or any such transfer agent or registrar on
account of the issuance of such new certificate. A new certificate may be issued
without requiring any bond when, in the judgment of the board of directors, it
is proper to do so.
ARTICLE
7
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
7.1 Executive Committee. the board of directors, by resolution adopted
by a majority of the Whole Board, may appoint from its membership an executive
committee of not less than three members (whose members shall include the
chairman of the board if any, and the president, one of whom shall act as
chairman of the executive committee, as the board may designate). The board of
directors shall have the power at any time to dissolve the executive committee,
to change the membership thereof, and to fill vacancies thereon. When the board
of directors is not in session, the executive committee shall have and may
exercise all of the powers vested in the board of directors, except the
following powers: to fill vacancies in the board of directors; to declare
dividends or other distributions to stockholders; to adopt, amend, or repeal the
Articles of Incorporation or these bylaws' to approve any action that also
requires stockholder approval; to amend or repeal any resolution of the board of
directors which by its express terms is not so amendable or repealable; to fix
the compensation of directors for serving on the board of directors or on any
committee; to adopt an agreement of merger or consolidation under any provision
of applicable law, to recommend to the stockholders the sale, lease, or exchange
of all or substantially all of the Corporation's property and assets; to
recommend to stockholders a dissolution of the Corporation or a revocation of a
dissolution; to recommend to stockholders an amendment of bylaws; to authorize
the issuance of stock (provided that the executive committee may determine the
number of shares of stock not in excess of the number of authorized to be issued
by the board of directors and the amount of consideration for which such shares
shall be issued); and to enter into any merger into or with another entity as
permitted by applicable law.
7.2 Other Committees. The board of directors, by resolution adopted by
a majority of the Whole Board, may appoint such other committees as it may, from
time to time, deem proper and may determine the number of member, frequency of
meetings, and duties thereof.
7.3 Proceedings. The executive committee and such other committees as
may be designated hereunder by the board of directors may fix their own
presiding and recording officer or officers and may meet at such place or
places, at such time or times, and on such notice (or without notice) as it
shall determine from time to time. Each committee may make rules for the conduct
of its business as it shall from time to time deem necessary. It will keep a
record of its proceedings and shall report such proceedings to the board of
directors at the meeting of the board of directors next following.
7.4 Quorum and Manner of Acting. At all meetings of the executive
committee and of such other committees as may be designated hereunder by the
board of directors, the presence of members constituting a majority of the total
authorized membership of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee and of such other
committees as may be designated hereunder by the board of directors shall act
only as a committee, and the individual members thereof shall have no powers as
such.
7.5 Resignations. Any member of the executive committee and of such
other committees as may be designated hereunder by the board of directors may
resign at any time by delivering a written resignation to either the president,
the secretary, or assistant secretary, or to the presiding officer of the
committee of which he is a member, if any shall have been appointed and shall be
in office. Unless otherwise specified therein, such registration shall take
effect on delivery.
7.6 Removal. The board of directors may, by resolution adopted by a
majority of the Whole Board, at any time remove any member of the executive
committee or of any other committee designated by it hereunder either for or
without cause.
7.7 Vacancies. If any vacancy shall occur in the executive committee or
of any other committee designated by the board of directors hereunder, by reason
of disqualification, death, resignation, removal, or otherwise, the remaining
members shall, until the filling of such vacancy, constitute the then total
authorized membership of the committee and continue to act, unless such
committee consisted of more than one member prior to the vacancy or vacancies
and is left with only one member as a result thereof. Such vacancy may be filled
at any meeting of the Whole Board.
7.8 Compensation. The Whole Board may allow a fixed sum and expenses of
attendance to any member of the executive committee, or of any other committee
designated by it hereunder, who is not an active salaried employee of the
corporation for attendance at each meeting of the said committee.
ARTICLE
8
INSURANCE AND OFFICER AND DIRECTOR CONTRACTS
8.1 Indemnification: Third-Party Actions. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director or officer of the corporation (and, in the discretion of the board of
directors, may so indemnify a person by reason of the fact that he is or was an
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise), against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with any such
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, ad with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
8.2 Indemnification: Corporate Actions. The corporation shall indemnify
any persons who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director or officer of the
corporation (and, in the discretion of the board of directors, may so indemnify
a person by reason of the fact that he is or was an employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise), against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
8.3 Determination. To the extent that a director, officer, employee, or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in sections 8.1 and 8.2
hereof, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. Any other indemnification under
sections 8.1 or 8.2 hereof, unless ordered by a court, shall be made by the
corporation only in the specific case on a determination that indemnification of
the director, officer, employee, or agent is proper in the circumstances because
he has met the applicable standard or conduct set forth in sections 8.1 or 8.2
hereof. Such determination shall be made either (i) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, (ii) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in written opinion, or (iii) by the stockholders by a majority
vote of a quorum of stockholders at any meeting duly called for such purpose.
8.4 Advances. Expenses incurred by an officer or director in defending
a civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit, or proceeding on receipt
of an undertaking by or on behalf of such director or officers to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized by this section. Such expenses
incurred by other employees and agents may be so paid on such terms and
conditions, if any, as the board of directors deems appropriate.
8.5 Scope of Indemnification. The indemnification and advancement of
expenses provided by, or granted pursuant to, sections 8.1, 8.2 and 8.4:
(a) Shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be
entitled, under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office; and
(b) Shall, unless otherwise provided when authorized or ratified,
continue as to a person who ceased to be a director, officer, employee,
or agent of the corporation and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
8.6 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against any
such liability.
8.7 Officer and Director Contracts. No contract or other transaction
between the corporation and one or more of its directors or officers or between
the corporation and any corporation, partnership, association, or other
organization in which one or more of the corporation's directors or officers are
directors, officers, or have a financial interest, is either void or voidable
solely on the basis of such relationship or solely because any such director or
officer is present at or participates in the meeting of the board of directors
or a committee thereof which authorizes the contract or transaction or solely
because the vote or votes of each director or officer are counted for such
purpose, if:
(a) The material facts of the relationship or interest are
disclosed or known to the board of directors or committee and the board
or committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors even
though the disinterested directors be less than a quorum;
(b) The material facts of the relationship or interest is
disclosed or known to the stockholders and they approve or ratify the
contract or transactions in good faith by a majority vote of the shares
voted at a meeting of stockholders called for such purpose or written
consent of stockholders holding a majority of the shares entitled to
vote (the votes of the common or interested directors or officers shall
be counted in any such vote of stockholders); or
(c) The contract or transaction is fair as to the corporation at
the time it is authorized, approved, or ratified by the board of
directors, a committee thereof, or the stockholders.
ARTICLE
9
FISCAL YEAR
The fiscal year of the corporation shall be determined by the
board of directors of the corporation.
ARTICLE
10
DIVIDENDS
The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding stock in the manner and on the
terms and conditions provided by the Articles of Incorporation and bylaws.
ARTICLE
11
AMENDMENTS
All bylaws of the corporation, whether adopted by the board of
directors or the stockholders, shall be subject to amendment, alteration, or
repeal, and new bylaws may be made, except that:
(a) No bylaw adopted or amended by the stockholders shall be
altered or repealed by the board of directors; and
(b) No bylaw shall be adopted by the board of directors which
shall require more than the stock representing a majority of the voting
power for a quorum at a meeting of stockholders or more than a majority
of the votes cast to constitute action by the stockholders, except
where higher percentages are required by law; provided, however, that
(i) If any bylaw regulating an impending election of
directors is adopted or amended or repealed by the board of
directors, there shall be set forth in the notice of the next
meeting of the stockholders for the election of directors, the
bylaws so adopted or amended or repealed, together with a
concise statement of the changes made; and
(ii) No amendment, alteration, or repeal of this
article XI shall be made except by the stockholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he is the secretary of
REMEDENT USA, INC., a corporation duly organized and existing under and virtue
of the laws of the state of Nevada; that the above and foregoing bylaws of said
corporation were duly and regularly adopted as such by the board of directors of
said corporation at a duly convened meeting of the board of directors of the
corporation held on January 19, 1999, and that the above and foregoing bylaws
are now in full force and effect and supersede ad replace any prior bylaws of
the corporation.
DATED this ___ day of January, 1999.
-------------------------------------
Jean Louis Vrignaud, Chairman and
Secretary
