BY-LAWS
OF
CLEMMY TECHNOLOGIES CORP.
ARTICLE I
SHAREHOLDERS
Section 1.01 Annual Meeting.
The annual meeting of the shareholders shall be held at such date and time
as shall be designated by the board of directors and stated in the notice of
the meeting or in duly executed waiver of notice thereof. If the corporation
shall fail to provide notice of the annual meeting of the shareholders as
set forth above, the annual meeting of the shareholders of the corporation
shall be held during the month of November or December of each year as
determined by the Board of Directors, for the purpose of electing, directors
of the corporation to serve during the ensuing year and for the transaction
of such other business as may properly come before the meeting. If the
lection of the directors is not held on the day designated herein for any
annual meeting, of the shareholders, or at any adjournment thereof,
the president shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as is convenient.
Section 1.02 Special Meetings.
Special meetings of the shareholders may be called by the
president or the Board of Directors and shall be called by the president at
the written request of the holders of not less than 51 % of the issued
and outstanding shares of capital stock of the corporation.
All business lawfully to be transacted by the shareholders may be transacted
at any special meeting at any adjournment thereof However, no business shall
be acted upon at a special meeting, except that referred to in the notice
calling the meeting, unless all of the outstanding capital stock of the
corporation is represented either in person or by proxy. Where all of the
capital stock is represented, any lawful business may be transacted and the
meeting shall be valid for all purposes.
Section 1.03 Place of Meetings.
Any meeting, of the shareholders of the corporation may be held at its
principal office in the State of Nevada or such other place in or out of the
United States as the Board of Directors may designate. A waiver of notice
signed by the shareholders entitled to vote may designate any place for the
holding of such meeting,
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all shareholders of record
written or printed notice of any meeting at least ten (10) days, but not more
than sixty (60) days, before the date of such meeting; which notice shall
state the place, date and time of the meeting, the general nature of the
business to be transacted, and, in the case of any meeting at which directors
are to be elected, the names of nominees, if any, to be presented for election.
(b) In the case of any meeting, any proper business may be presented
for action, except that the following items shall be valid only if the
general nature of the proposal is stated in the notice or written waiver of
notice:
(1) Action with respect to any contract or transaction between
the corporation and one or more of its directors or another firm,
association, or corporation in which one or more of its directors has a
material financial interest;
(2) Adoption of amendments to the Articles of Incorporation; or
(3) Action with respect to the merger, consolidation,
reorganization, partial or complete liquidation, or dissolution of the
corporation.
(c) The notice shall be personally delivered or mailed by first class
mail to each shareholder of record at the last known address thereof, as the
same appears on the books of the corporation, and the giving of such notice
shall be deemed delivered the date the same is deposited in the United States
mail, postage prepaid. If the address of any shareholder does not appear upon
the books of the corporation, it will be sufficient to address any notice to
such shareholder at the principal office of the corporation.
(d) The written certificate of the person calling any meeting, duly sworn,
setting forth the substance of the notice, the time and place the notice was
mailed or personally delivered to the several shareholders, and the addresses
to which the notice was mailed shall be prima facie evidence of the manner
and fact of giving such notice.
Section 1.05 Waiver of Notice.
If all of the shareholders of the corporation shall waive notice of a
meeting, no notice shall be required, and, whenever all of the shareholders
shall meet in person or by proxy, such meeting shall be valid for all
purposes without call or notice, and at such meeting any corporate action may
be taken.
Section 1.06 Determination of Shareholders of Record
(a) The Board of Directors may at any time fix a future date as a record
date for the determination of the shareholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action. The record date so fixed shall not be
more than sixty (60) days prior to the date of such meeting nor more than
sixty (60) days prior to any other action. When a record date is so fixed,
only shareholders of record on that date are entitled to notice of and to vote
at the meeting or to receive the dividend, distribution or allotment of
rights, or to exercise their rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date.
(b) If no record date is fixed by the Board of Directors, then (1) the
record date for determining shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the business day
next preceding the day on which notice is given or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting
is held; (2) the record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which
written consent is given, and (3) the record date for determining,
shareholders for any other purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto,
or the sixtieth (60th) day prior to the date of such other action, whichever
is later.
Section 1.07 Quorum: Adjourned Meeting
(a) At any meeting of the shareholders, a majority of the issued and
outstanding shares of the corporation represented in person or by proxy, shall
constitute a quorum.
(b) If less than a majority of the issued and outstanding shares are
represented, a majority of shares so represented may adjourn from time to
time at the meeting, until holders of the amount of stock required to
constitute a quorum shall. be in attendance. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted as originally called. When a shareholders' meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, unless the adjournment is for more than ten (10) days
in which event notice thereof shall be given.
Section 1.08 Voting.
(a) Each shareholder of record, such shareholders duly authorized proxy
or attorney-in-fact shall be entitled to one (1) vote for each share of stock
standing registered in such shareholder's name on the books of the
corporation on the record date.
(b) Except as otherwise provided herein, all votes with respect to shares
standing, in the name of an individual on the record date (included pledged
shares) shall be cast only by that individual or such individuals duly
authorized proxy or attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased shareholder, guardian,
conservator, custodian or trustee, votes may be cast by such holder upon
proof of capacity, even though the shares do not stand in the name of such
holder. In the case of shares under the control of a receiver, the receiver
may cast votes carried by such shares even though the shares do not stand in
the name of the receiver provided that the order of the court of competent
jurisdiction which appoints the receiver contains the authority to cast votes
carried by such shares. If shares stand in the name of a minor, votes may be
cast only by the duly-appointed guardian of the estate of such minor if such
guardian has provided the corporation with written notice and proof of such
appointment.
(c) With respect to shares standing in the name of a corporation on
the record date, votes may be cast by such officer or agents as the by-laws
of such corporation prescribe or, in the absence of an applicable by-law
provision, by such person as may be appointed by resolution of the Board of
Directors of such corporation. In the event no person is so appointed,
such votes of the corporation may be cast by any person (including the officer
making the authorization) authorized to do so by the Chairman of the
Board of Directors, President or any Vice President of such corporation.
(d) Notwithstanding anything to the contrary herein contained, no votes
may be cast by shares owned by this corporation or its subsidiaries, if any. If
shares are held by this corporation or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and
exercises either a right to vote or to give the corporation holding the same
binding instructions on how to vote.
(e) With respect to shares standing in the name of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
husband and wife as community property, tenants by the entirety, voting
trustees, persons entitled to vote under a shareholder voting agreement or
otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship respect in the same shares, votes may
be cast in the following manner:
(1) If only one such person votes, the votes of such person
binds all.
(2) If more than one person casts votes, the act of the majority
so voting binds all.
(3) If more than one person casts votes, but the vote is
evenly split on a particular matter, the votes shall be deemed cast
proportionately as split.
(f) Any holder of shares entitled to vote on any matter may
cast a portion of the votes in favor of such matter and refrain from casting
the remaining, votes or cast the same against the proposal, except in the
case of elections of directors. if such holder entitled to vote fails to
specify the number of affirmative votes, it will be conclusively presumed
that the holder is casting affirmative votes with respect to all shares held.
(g) If a quorum is present, the affirmative vote of holders
of a majority of the shares represented at the meeting and entitled to vote
on any matter shall be the act of the shareholders, unless a vote of
greater number or voting by classes is required by the laws of the State of
Nevada, the Articles of Incorporation and these By-Laws.
Section 1.09 Proxies.
At any meeting of shareholders, any holder of shares entitled to vote may
authorize another person or persons to vote by proxy with respect to the
shares held by an instrument in writing and subscribed to by the holder of
such shares entitled to vote. No proxy shall be valid after the expiration of
six (6) months from the date of execution thereof, unless coupled with an
interest or unless otherwise specified in the proxy. In no event shall the
term of a proxy exceed seven (7) years from the date of its execution. Every
proxy shall continue in full force and effect until its expiration or
revocation. Revocation may be effected by filing an instrument revoking the
same or a duly-executed proxy bearing a later date with the secretary of the
corporation.
Section 1.10 Order of Business.
At the annual shareholders meeting, the regular order of business shall be
as follows:
(1) Determination of shareholders present and existence of quorum;
(2) Reading and approval of the minutes of the previous meeting or
meetings;
(3) Reports of the Board of Directors, the president treasurer and
secretary of the corporation, in the order named;
(4) Reports of committee;
(5) Election of directors;
(6) Unfinished business;
(7) New business; and
(8) Adjournment.
Section 1. 11 Absentees Consent to Meetings.
Transactions of any meeting of the shareholders are as valid as though had
at a meeting duly-held after regular call and notice if a quorum is present,
either in person or by proxy, and if, either before or after the meeting,
each of the persons entitled to vote, not present in person or by proxy (and
those who, although present, either object at the beginning of the meeting to
the transaction of any business because the meeting has not been lawfully
called or convened or expressly object at the meeting to the consideration of
matters not included in the notice which are legally required to be included
therein), signs a written waiver of notice and/or consent to the holding of the
meeting or an approval of the minutes thereof all such waivers, consents, and
approvals shall be filed with the corporate records and made a part of the
minutes of the meeting, Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened and except that attendance at a
meeting is not a waiver of any right to object to the consideration of
matters not included in the notice if such objection is expressly made at the
beginning. Neither the business to be transacted at nor the purpose of any
regular or special meeting of shareholders need be specified in any written
waiver of notice, except as otherwise provided in Section 1.04(b) of these
By-Laws.
Section 1. 12 Action Without meeting.
Any action which may be taken by the vote of the shareholders at a meeting
may be taken without a meeting if consented to by the holders of a majority
of the shares entitled to vote or such greater proportion as may be required
by the laws of the State of Nevada, the Articles of Incorporation, or these
By-Laws. Whenever action is taken by written consent, a meeting of
shareholders needs not be called or noticed.
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure and Qualification.
Except as otherwise provided herein, the Board of Directors of the
corporation shall consist of at least one (1) but no more than nine (9)
persons, who shall be elected at the annual meeting of the shareholders
of the corporation and who shall hold office for one (1) year
or until their successors are elected and qualify.
Section 2.02 Resignation.
Any director may resign effective upon giving written notice to the
chairman of the Board of Directors, the president, or the secretary of the
corporation, unless the notice specifies a later time for effectiveness of
such resignation. If the Board of Directors accepts the resignation of a
director tendered to take effect at a future date, the Board or the
shareholders may elect a successor to take office when the resignation becomes
effective.
Section 2.03 ) Reduction in Number.
No reduction of the number of directors shall have the effect of removing
any director prior to the expiration of his term of office.
Section 2.04 Removal.
(a) The Board of Directors or the shareholders of the corporation, by a
majority vote, may declare vacant the office of a director who has been
declared incompetent by an order of a court of competent jurisdiction or
convicted of a felony.
Section 2.05 Vacancies.
(a) A vacancy in the Board of Directors because of death, resignation,
removal, change in number of directors, or otherwise may be filled by the
shareholders at any regular or special meeting or any adjourned meeting
thereof or the remaining director(s) by the affirmative vote
of a majority thereof. A Board of Directors consisting of less than the
maximum number authorized in Section 2.01 of ARTICLE II constitutes
vacancies on the Board of Directors for purposes of, this paragraph and
may be filled as set forth above including by the election of a majority
of the remaining directors. Each successor so elected shall hold office
until the next annual meeting of shareholders or until a successor shall
have been duly-elected and qualified.
(b) If, after the filling of any vacancy by the directors, the directors
then in office who have been elected by the shareholders shall constitute less
than a majority of the directors then in office, any holder or holders of an
aggregate of five percent (51/4) or more of the total number of shares
entitled to vote may call a special meeting of shareholders to be held to
elect the entire Board of Directors. The term of office of any director shall
terminate upon such election of a successor.
Section 2.06 Regular Meetings.
Immediately following the adjournment of, and at the same place as, the
annual meeting of the shareholders, the Board of Directors, including directors
newly elected, shall hold its annual meeting without notice, other than this
provision, to elect officers of the corporation and to transact such further
business as may be necessary or appropriate The Board of Directors may
provide by resolution the place, date and hour for holding additional regular
meetings.
Section 2.07 Special Meetings.
Special meetings of the Board of Directors may be called by the chairman
and shall be called by the chairman upon the request of any two (2) directors
or the president of the corporation.
Section 2.08 Place of Meeting.
Any meeting of the directors of the corporation may be held at its
principal office in the State of Nevada, or at such other place in or
out of the United States as the Board of Directors may designate. A waiver or
notice signed by the directors may designate any place for
the holding of such meeting.
Section 2.09 Notice of Meeting.
Except as otherwise provided in Section 2.06, the chairman shall deliver
to all directors written or printed notice of any special meeting, at least
three (3) days before the date of such meeting, by delivery of such notice
personally or mailing such notice first class mail, or by telegram If mailed,
the notice shall be deemed delivered two (2) business days following the date
the same is deposited in the United States mail, postage prepaid Any director
may waive notice of any meeting, and the attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, unless such
attendance is for the express purpose of objecting to the transaction of
business threat because the meeting is not properly called or convened.
Section 2. 10 Quorum,:Adjourned Meetings.
(a) A majority of the Board of Directors in office shall constitute a
quorum.
(b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time,
until a quorum is present, and no notice of such adjournment shall be required
At any adjourned meeting where a quorum is present, any business may be
transacted which could have been transacted at the meeting originally called.
Section 2.11 Action Without Meeting.
Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if a
written consent thereto is signed by all of the members of the Board of
Directors or of such committee. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board of Directors or
committee. Such action by written consent shall have the same force and
effect as the unanimous vote of the Board of Directors or committee.
Section 2.12 Telephonic Meetings.
Meetings of the Board of Directors may be held through the use of a
conference telephone or similar communications equipment so long as all
members participating in such meeting can hear one another at the time of such
meeting, Participation in such a meeting constitutes presence in person at
such meeting.
Section 2.13 Board Decisions.
The affirmative vote 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.
Section 2.14 Powers and Duties.
(a) Except as otherwise provided in the Articles of Incorporation or the
laws of the State of Nevada, the Board of Directors is invested with the
complete and unrestrained authority to manage the affairs of the corporation,
and is authorized to exercise for such purpose as the general agent of the
corporation, its entire corporate authority in such manner as it sees fit.
The Board of Directors may delegate any of its authority to menace, control
or conduct the current business of the corporation to any standing or special
committee or to any officer or agent and to appoint any persons to be agents
of the corporation with such powers, including the power to sub-delegate, and
upon such terms as may be deemed fit.
(b) The Board of Directors shall present to the shareholders at annual
meetings of the shareholders, and when called for by a majority vote of the
shareholders at a special meeting of the shareholders, a full and clear
statement of the condition of the corporation, and shall, at request, furnish
each of the shareholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit any contract
or act for approval or ratification at any annual meeting of the shareholders
or any special meeting, properly called for the purpose of considering any
such contract or act, provided a quorum is present, the contract or act
shall be valid and binding upon the corporation and upon all the shareholders
thereof, if approved and ratified by the affirmative vote of a
majority of the shareholders at such meeting.
(d) In furtherance and not in limitation of the powers conferred by the
laws of the State of Nevada, the Board of Directors is expressly authorized and
empowered to issue stock of the Corporation for money, property, services
rendered, labor performed, cash advanced, acquisitions for other corporations
or for any other assets of value in accordance with the action of the Board
of Directors without vote or consent of the shareholders and the judgment of
the Board of Directors as to the value received and in return therefore shall
be conclusive and said stock, when issued, shall be fully-paid and
non-assessable.
Section 2.15 Compensation.
The directors shall be allowed and paid all necessary expenses incurred
in attending any meetings of the Board.
Section 2.16 Board Officers.
(a) At its annual meeting, the Board of Directors shall elect, from
among its members, a chairman to preside at the meetings of the Board
of Directors. The Board of Directors may also elect such other board officers
and for such term as it may, from time to time, determine advisable.
(b) Any vacancy in any board office because of death, resignation,
removal or otherwise may be filled by the Board of Directors for the
unexpired portion of the term of such office.
Section 2.17 Order of Business.
The order of business at any meeting, of the Board of Directors shall
be as follows:
(1) Determination of members present and existence of quorum;
(2) Reading- and approval of the minutes of any previous meeting or
meetings;
(3) Reports of officers and committeemen;
(4) Election of officers;
(5) Unfinished business;
(6) New business; and
(7) Adjournment.
ARTICLE III
OFFICERS
Section 3. 01 Election.
The Board of Directors, at its first meeting following the annual meeting
of shareholders, shall elect a president, a secretary and a treasurer to hold
office for one (1) year next coming and until their successors are elected
and qualify. Any person may hold two or more offices. The Board of Directors
may, from time to time, by resolution, appoint one or more vice presidents,
assistant secretaries, assistant treasurers and transfer agents of the
corporation as it may deem advisable; prescribe their duties; and fix their
compensation.
Section 3.02 Removal; Resignation.
Any officer or agent elected or appointed by the Board of Directors may be
removed by it whenever, in its judgment the best interest of the corporation
would be served thereby. Any officer may resign at any time upon written
notice to the corporation without prejudice to the rights, if any, of the
corporation under any contract to which the resigning officer is a party.
Section 3.03 Vacancies.
Any vacancy in any office because of death, resignation, removal, or
otherwise may be filled by the Board of Directors for the unexpired portion
of the term of such office.
Section 3.04 President.
The president shall be the general manager and executive officer of the
corporation, subject to the supervision and control of the Board of
Directors, and shall direct the corporate affairs, with full power to execute
all resolutions and orders of the Board of Directors not especially entrusted
to some other officer of the corporation. The president shall preside at all
meetings of the shareholders and shall sign the certificates of stock issued
by the corporation, and shall perform such other duties as shall be
prescribed by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the president shall
have full power and authority on behalf of the corporation to attend and to act
and to vote at any meetings of the shareholders of any corporation in which
the corporation may hold stock and, at any such meetings, shall possess and
may exercise any and all rights and powers incident to the ownership of such
stock. The Board of Directors, by resolution from time to time, may confer
like powers on any person or persons in place of the president to represent
the corporation for these purposes.
Section 3.05 Vice President.
The Board of Directors may elect one or more vice presidents who shall be
vested with all the powers and perform all the duties of the president
whenever the president is absent or unable to act, including the signing of
the certificates of stock issued by the corporation, and the vice president
shall perform such other duties as shall be prescribed by the Board of
Directors.
Section 3.06 Secretary.
The secretary shall keep the minutes of all meetings of the shareholders
and the Board of Directors in books provided for that purpose. The secretary
shall attend to the giving and service of all notices of the corporation, may
sign with the president in the name of the corporation all contracts
authorized by the Board of Directors or appropriate committee, shall have the
custody of the corporate seal, shall affix the corporate seal to all
certificates of stock duly issued by the corporation, shall have charge of
stock certificate books, transfer books and stock ledgers, and such other
books and papers as the Board of Directors or appropriate committee may
direct, and shall, in general perform all duties incident to the office of
the secretary. All corporate books kept by the secretary shall be open for
examination by any director at any reasonable time.
Section 3.07 Assistant Secretary
The Board of Directors may appoint an assistant secretary who shall
have such powers and perform such duties as may be prescribed for him by the
secretary of the corporation or by the Board of Directors.
Section 3.08 Treasurer.
The treasurer shall be the chief financial officer of the
corporation, subject to the supervision and control of the Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf
of the corporation for collection checks, notes and other obligations, and
shall deposit all monies to the credit of the corporation in such bank or
banks or other depository as the Board of Directors may designate, and shall
sign all receipts and vouchers for payments made by the corporation. Unless
otherwise specified by the Board of Directors, the treasurer shall sign with
the president all bills of exchange and promissory notes of the corporation,
shall also have the care and custody of the stocks, bonds, certificates,
vouchers, evidence of debts, securities and such other property belonging to
the corporation as the Board of Directors shall designate, and shall sign all
papers required by law, by these By-laws or by the Board of Directors to be
signed by the treasurer. The treasurer shall enter regularly in the books of
the corporation, to be kept for that purpose, full and accurate accounts of
all monies received and paid on account of the corporation and whenever
required by the Board of Directors, the treasurer shall render a statement of
any or all accounts. The treasurer shall at all reasonable times exhibit the
books of account to any directors of the corporation and shall perform all
acts incident to the position of treasurer subject to the control of the
Board of Directors. The treasurer shall, if required by the Board of
Directors, give a bond to the corporation in such sum and with such security
as shall be approved by the Board of Directors for the faithful performance
of all the duties of the treasurer and for restoration to the corporation in
the event of the treasurer's death, resignation, retirement, or removal from
office, of all books, records, papers, vouchers, money and other property
belonging to the corporation. The expense of such bond shall be borne by the
corporation.
Section 3.09 Assistant Treasurer.
The Board of Directors may appoint an assistant treasurer who shall
have such powers and perform such duties as may be prescribed by the
treasurer of the corporation or by the Board of Directors, and the Board of
Directors may require the assistant treasurer to give a bond to the
corporation in such sum and with such security as it may approve, for the
faithful performance of the duties of assistant treasurer, and for the
restoration to the corporation, in the event of the assistant treasurer's
death, resignation, retirement or removal from office, of
all books, records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance.
Shares of capital stock of the corporation shall be issued in such manner
and at such times and upon such conditions as shall be prescribed by the
Board of Directors.
Section 4.02 Certificates.
Ownership in the corporation shall be evidenced by certificates for shares
of stock in such form as shall be prescribed by the Board of Directors, shall
be under the seal of the corporation and shall be signed by the president or
the vice president and also by the secretary or an assistant secretary. Each
certificate shall contain the name of the record holder, the number,
designation, if any, class or series of shares represented, a statement of
summary of any applicable rights, preferences, privileges, or restrictions
thereon, and a statement that the shares are assessable, if applicable. All
certificates shall be consecutively numbered. The name and address of the
shareholder, the number of shares, and the date of issue shall be entered on
the stock transfer books of the corporation.
Section 4.03 Surrender: Lost or Destroyed Certificates.
All certificates surrendered to the corporation, except those representing
shares of treasury stock, shall be canceled and no new certificates shall be
issued until the former certificate for a like number of shares shall have
been canceled, except that in case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefor. However, any shareholder
applying for the issuance of a stock certificate in lieu of one alleged to
have been lost, stolen, destroyed or mutilated shall, prior to the issuance
of a replacement, provide the corporation with his, her or its affidavit of
the facts surrounding the loss, theft, destruction or mutilation and an
indemnity bond in an amount and upon such terms as the treasurer, or the
Board of Directors, shall require. In no case shall the bond be in amount
less than twice the current market value of the stock and it shall indemn
the corporation against any loss, damage, cost or inconvenience arising as a
consequence of the issuance of a replacement certificate.
Section 4.04 Replacement Certificate.
When the Articles of Incorporation are amended in any way affecting, the
statements contained in the certificates for outstanding shares of capital
stock of the corporation or it becomes desirable for any reason, including,
without limitation, the merger or consolidation of the corporation with
another corporation or the reorganization of the corporation, to cancel any
outstanding certificate for shares and issue a new certificate therefor
conforming to the rights of the holder, the Board of Directors may order any
holders of outstanding certificates for shares to surrender and exchange the
same for new certificates within a reasonable time to be fixed by the Board
of Directors. The order may provide that a holder of any certificate(s)
ordered to be surrendered shall not be entitled to vote, receive dividends or
exercise any other rights of shareholders until the holder has complied with
the order provided that such order operates to suspend such rights only after
notice and until compliance.
Section 4.05 Transfer of Shares.
No transfer of stock shall be valid as against the corporation except on
surrender and cancellation by the certificate therefor, accompanied by an
assignment or transfer by the registered owner made either in person or under
assignment. Whenever any transfer shall be expressly made for collateral
security and not absolutely, the collateral nature of the transfer shall be
reflected in the entry of transfer on the books of the corporation.
Section 4.06 Transfer Agent.
The Board of Directors may appoint one or more transfer agents and
registrars of transfer and may require all certificates for shares of stock
to bear the signature of such transfer agent and such registrar of transfer.
Section 4.07 Stock Transfer Books.
The stock transfer books shall be closed for a period of ten (10) days
prior to all meetings of the shareholders and shall be closed for the
payment of dividends as provided in Article V hereof and during such periods
as, from time to time, may be fixed by the Board of Directors, and, during
such periods, no stock shall be transferable.
Section 4.08 Miscellaneous.
The Board of Directors shall have the power and authority to make such
rules and regulations not inconsistent herewith as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends.
Dividends may be declared, subject to the provisions of the laws of the
State of Nevada and the Articles of Incorporation, by the Board of Directors
at any regular or special meeting and may be paid in cash, property, shares
of corporate stock, or any other medium. The Board of Directors may fix in
advance a record date, as provided in Section 1.06 of these By-laws, prior to
the dividend payment for the purpose of determining shareholders entitled to
receive payments of any dividend The Board of Directors may close the stock
transfer books for such purpose for a period of not more than ten (10) days
prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office.
The principal office of the corporation in the State of Nevada Shall be as
designated by the Board of Directors and so filed with the State of Nevada,
and the corporation may also have an office in any other state or territory
as the Board of Directors may designate.
Section 6.02 Records.
The stock transfer books and a certified copy of the By-laws, Articles of
Incorporation, any amendments thereto, and the minutes of the proceedings of
the shareholders, the Board of Directors, and committees of the Board of
Directors shall be kept at the principal office of the corporation for the
inspection of all who have the right to see the same and for the transfer of
stock. All other books of the corporation shall be kept at such places as may
be prescribed by the Board of Directors.
Section 6.03 Financial Report on Request.
Any shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock may make a written request for an
income statement of the corporation for the three (3) month, six (6) month,
or nine (9) month period of the current fiscal year ended more than thirty
(30) days prior to the date of the request and a balance sheet of the
corporation as of the end of such period In addition, if no annual report for
the last fiscal year has been sent to shareholders, such shareholder or
shareholders may make a request for a balance sheet as of the end of such
fiscal year and an income statement and statement of changes in financial
position for such fiscal year. The statement shall be delivered or mailed to
the person making the request within thirty (30) days thereafter. A copy of
the statements shall be kept on file in the principal office of the
corporation for twelve (12) months, and such copies shall be exhibited at all
reasonable times to any shareholder demanding an examination of them or a
copy shall be mailed to each shareholder. Upon request by any shareholder,
there shall be mailed to the shareholder a copy of the last annual semiannual
or quarterly income statement which it has prepared and a balance sheet as of
the end of the period. The financial statements referred to in this
Section 6.03 shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.
Section 6.04 Right of Inspection.
(a) The accounting books and records and minutes of proceedings of the
shareholders and the Board of Directors and committees of the Board of
Directors shall be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours for a purpose reasonably related to such holder's
interest as a shareholder or as the holder of such voting trust certificate.
This right of inspection shall extend to the records of the subsidiaries, if
any, of the corporation. Such inspection may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
(b) Every director shall have the absolute right at any reasonable time
to inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or attorney,
and the right of inspection includes the right to copy and make extracts.
Section 6.05 Corporate.
The Board of Directors may, by resolution, authorize a seal, and the
seal may be used by causing it or a facsimile, to be impressed or
affixed or reproduced or otherwise. Except when otherwise specifically
provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.
Section 6.06 Fiscal Year.
The fiscal year-end of the corporation shall be the calendar year or
such other term as may be fixed by resolution of the Board of Directors.
Section 6.07 Reserve.
The Board of Directors may create, by resolution, out of the earned
surplus of the corporation such reserves as the directors may, from
time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends or to repair or maintain any
property of the corporation, or for such other purpose as the Board of
Directors may deem beneficial to the corporation, and the directors may
modify or abolish any such reserves in the manner in which they were created.
ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification.
The corporation shall, unless prohibited by Nevada Law, indemnify
any person (an "Indemnitee") who is or was involved in any manner
(including, without limitation, as a party or a witness) or is
threatened to be so involved in any threatened, pending or completed
action suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, including without limitation, any action,
suit or proceeding brought by or in the right of the corporation to
procure a judgement in its favor (collectively, a "Proceeding") 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, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan
or other entity or enterprise, against all Expenses and Liabilities
actually and reasonably incurred by him in connection with such
Proceeding. The right to indemnification conferred in this Article
shall be presumed to have been relied upon by the directors, officers,
employees and agents of the corporation and shall be enforceable as a
contract right and inure to the benefit of heirs, executors and
administrators of such individuals.
Section 7.02 Indemnification Contracts.
The Board of Directors is authorized on behalf of the corporation,
to enter into, deliver and perform agreements or other arrangements to
provide any indemnitee with specific rights of indemnification in
addition to the rights provided hereunder to the fullest extent
permitted by Nevada Law. Such agreements or arrangements may provide
(i) that the Expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding, must be paid by the
corporation as they are incurred and in advance of the final
disposition of any such action, suit or proceeding provided that, if
required by Nevada Law at the time of such advance, the officer or
director provides an undertaking, to repay such amounts if it is
ultimately determined by a court of competent jurisdiction that such
individual is not entitled to be indemnified against such expenses,
(iii) that the Indemnitee shall be presumed to be entitled to
indemnification under this Article or such agreement or arrangement and
the corporation shall have the burden of proof to overcome that
presumption, (iii) for procedures to be followed by the corporation and
the Indemnitee in making any determination of entitlement to indemnification
or for appeals therefrom and (iv) for insurance or such other Financial
Arrangements described in Paragraph 7.02 of this Article, all as may be
deemed appropriate by the Board of Directors at the time of execution of
such agreement or arrangement.
Section 7.03 Insurance and Financial Arrangement.
The corporation may, unless prohibited by Nevada Law, purchase and
maintain insurance or make other financial arrangements ("Financial
Arrangements") on behalf of any Indemnity for any liability asserted
against him and liability and expenses incurred by him in his capacity
as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify
him against such liability and expenses. Such other Financial
Arrangements may include (i) the creation of a trust fund, (ii) the
establishment of a program of self-insurance, (iii) the securing of the
corporation's obligation of indemnification by granting a security
interest or other lien on any assets of the corporation, or (iv) the
establishment of a letter of credit, guaranty or surety.
Section 7.04 Definitions.
For purposes of this Article:
Expenses. The word "Expenses" shall be broadly construed and, without
limitation, means (i) all direct and indirect costs incurred, paid or
ccrued, (ii) all attorneys' fees, retainers, court costs, transcripts,
fees of experts, witness fees, travel expenses, food and-lodging, expenses
while traveling, duplicating costs, printing, and binding costs, telephone
charges, postage, delivery service, freight or other transportation fees and
expenses, (iii) all other disbursements and out-of-pocket expenses, (iv)
amounts paid in settlement, to the extent permitted by Nevada Law, and (v)
reasonable compensation for time spent by the Indemnitee for which he is
otherwise not compensated by the corporation or any third party, actually
and reasonably incurred in connection with either the appearance at or
investigation, defense, settlement or appeal of a Proceeding or establishing
or enforcing a right to indemnification under any agreement or arrangement,
this Article, the Nevada Law or otherwise; provided, however, that "Expenses"
shall not include any judgments or fines or excise taxes or penalties imposed
under the Employee Retirement Income Security Act of 1974, as amended
("ERJSA") or other excise taxes or penalties.
Liabilities. "Liabilities" means liabilities of any type
whatsoever, including, but not limited to, judgments or fines, ERISA
or other excise taxes and penalties, and amounts paid in settlement.
Nevada Law. 'Nevada Law," means Chapter 78 of the Nevada
Revised Statutes as amended and in effect from time to time or any
successor or other statutes of Nevada having, similar import and
effect.
This Article. "This Article" means Paragraphs 7.01 through 7.04 of
these By-Laws or any portion of them.
Power of Stockholders. Paragraphs 7.01 through 7,04, including this
Paragraph, of these By-Laws may be amended by the stockholders only by
vote of the holders of sixty-six and two-thirds percent (66 2/3%) of
the entire number of shares of each class, voting separately, of the
outstanding capital stock of the corporation (even though the right of
any class to vote is otherwise restricted or denied), provided,
however, no amendment or repeal of this Article shall adversely affect
any right of any Indemnitee existing at the time such amendment or
repeal becomes effective.
Power of Directors. Paragraphs 7.01 through 7.04 and this Paragraph
of these By-Laws may be amended of repealed by the Board of Directors
only by vote of eighty percent (800%) of the total number of Directors
and the holders of sixty-six and two-thirds permit (66 2/3%) of the
entire number of shares of each class, voting separately, of the
outstanding capital stock of the corporation (even though the right of
any class to vote is otherwise restricted or denied, provided, however,
no amendment or repeal of this Article shall adversely affect any right
of any Indemnitee existing, at the time such amendment or repeal
becomes effective.
ARTICLE VIII
BY-LAWS
Section 8.01 Amendment.
Amendments and changes of these By-Laws may be made at any regular
or special meeting of the Board of Directors by a vote of not less than
all of the entire Board, or may be made by a vote of, or a consent in
writing signed by the holders of a majority of the issued and
outstanding capital stock.
Section 8.02 Additional by-laws.
Additional by-laws not inconsistent herewith may be adopted
by the Board of Directors at any meeting of the Board of Directors
at which a quorum is present by an affirmative vote of a majority of
the directors present or by the unanimous consent of the Board of
Directors in accordance with Section 2.11 of these By-laws.
CERTIFICATION
I, the undersigned, being the duly elected secretary of
the Corporation, do hereby certify that the foregoing By-laws were adopted
by the Board of Directors on the 31st day of December, 1998.
By: /s/ Hans Schmidt
Hans Schmidt, Secretary
