BY - LAWS
OF
BIOMASSE INTERNATIONAL INC.
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ARTICLE I - MEETING OF SHAREHOLDERS
Section 1. Annual Meeting. The annual shareholder meeting of the above named
corporation will be on the 31th day of March, of each year or at such other time
and place as designated by the Board of Directors of the above named corporation
provided that if said day falls on a Sunday or legal holiday, then the meeting
will be held on the first business day thereafter. Business transacted at said
meeting will include the election of the directors of the above named
corporation.
Section 2. Special meeting. Special meetings of the shareholders will be held
when directed by the President, Board of Directors, or the holders of not less
than 10 percent of all the shares entitled to be cast on any issue proposed to
be considered at the proposed special meeting; provided that said persons sign,
date and deliver to the above named corporation one or more written demands for
the meeting describing the purposes for which it is to be held. A meeting
requested by shareholders of the above named corporation will be called for a
date not less than 10 nor more than 60 days after the request is made, unless
the shareholders requesting the meeting designate a later date. The call for the
meeting will be issued by the Secretary, unless the President, Board of
Directors or shareholders requesting the meeting designate another person to do
so.
Section 3. Place. Meetings of shareholders will be held at the principal place
of business of the above named corporation or at such other place as is
desigated by the Board of Directors.
Section 4. Record Date and List of Shareholders. The Board of Directors of the
above named corporation shall fix the record date; however, in no event may a
record date fixed by the Board of Directors be a date prior to the date on which
the resolution fixing the record date is adopted.
After fixing a record date for a meeting, the Secretary shall prepare an
alphabectical list of the names of all the above named corporation's
shareholders who are entitled to notice of a shareholders' meeting, arranged by
voting group with the address of and the number and class and series, if any, of
shares held by each. Said list shall be available for inspection in accordance
with Florida Law.
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Section 5. Notice. Written notice stating the place, day and hour of the
meeting, and the purpose(s) for which said special meeting is called, will be
delivered not less than 10 nor more than 60 days before the meeting, either
personally or by first class mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting to each shareholder of
record entitled to vote at such meeting. If mailed, such notice will be deemed
to be effective when deposited in the United States mail and addressed to the
shareholder at the shareholder's address as it appears on the stock transfer
books of the above named corporation, with postage thereon prepaid.
The above named corporation shall notify each shareholder, entitled to a vote at
the meeting, of the date, time and place of each annual and special
shareholders' meeting no fewer than 10 or more than 60 days before the meeting
date. Notice of a special meeting shall describe the pupose(s) for which the
meeting is called. A shareholder may waive any notice required hereunder either
before or after the date and time stated in the notice; however, the waiver must
be writing, signed by the shareholder entitled to the notice and be delivered to
the above named corporation for inclusion in the minutes or filing in the
corporate records.
Section 6. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it will not be necessary to give any notice of the adjourned
meeting provided that the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. At such an adjourned
meeting, any business may be transacted that might have been transacted on the
original date of the meeting. If, however, a new record date for the adjourned
meeting is made or is require, then, a notice of the adjourned meeting will be
given on the new record date as provided in this Article to each shareholder of
the record entitled to notice of such meeting.
Section 7. Shareholder Quorum and Voting. Twenty percent (20 %) of the shares
entiltled to vote, represented in person or by proxy, will constitute a quorum
at a meeting of shareholders.
If a quorum, as herein defined, is present, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on the subject
matter thereof will be the act of the shareholders unless otherwise provided by
law.
Section 8. Voting of Shares. Each outstanding share will be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders.
Section 9. Proxies. A shareholder may vote either in person or by proxy provided
that any and all proxies are exectued in writing by shareholder or his duly
authorized attorney-in-fact. No proxy will be valid after the duration of 11
months from the date thereof unless otherwise provided in the proxy.
Section 10. Action by Shareholders Without a Meeting. Any action required or
permitted by law, these bylaws, or the Articles of Incorporation of the above
named corporation to be taken at any annual or special meeting of shareholders
may be taken without a meeting, without prior notice and without a vote,
provided that the action is taken by the holders of outstanding stock of each
voting group entitled to vote thereon having not less than the minimum number of
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votes with respect to each voting group that would be necessary to authorized or
take such action at a meeting at which all voting groups and shares entitled to
vote thereon were present and voted, as provided by law. The foregoing action(s)
shall be evidenced by written consents describing the action taken, dated and
signed by approving shareholders having the requisite number of votes of each
voting group entitled to vote thereon and delivered to the above named
corporation in accordance with Florida Law. Within 10 days after obtaining such
authorization by written consent, notice shall be given to those shareholders
who have not consented in writing or who are not entitled to vote. Said notice
shall fairly summarize the material features of the authorized action and if the
action requires the providing of dissenters' rights, said notice will comply
with the disclosure requirements pertaining to dissenters' rights of the Florida
Law.
Article II. Directors
Section 1. Function. All corporate powers, business, and affairs will be
exercised, managed and directed under the authority of the Board of Directors.
Section 2. Qualification. Directors must be natural persons of 18 years of age
or older but need not be residents of this state and need not be shareholders of
the above named corporation.
Section 3. Compensation. The Board of Directors will have authority to fix the
compensation for directors of the above named corporation.
Section 4. Presumption of Assent. A director of the above named corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken will be presumed to have assented to the action taken
unless such director votes against such action or abstains from voting in
respect thereto because of an asserted conflict of interest.
Section 5. Number. The above named corporation will have three (3) directors.
Section 6. Election and Term. Each person named in the Articles of Incorporation
as a member of the initial Board of Directors will hold office until said
directors will have been qualified and elected at the first annual meeting of
shareholders, or until said directors earlier resignation, removal from office
of death.
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders will elect directors to hold office until the next
annual meeting. Each director will hold office for a term for which said
director is elected until said director's sucessor will have been qualified and
elected, said director's prior resignation, said director's removal from office
or said director's death.
Section 7. Vacancies. Any vacancy occuring in the Board of Directors will be
filled by the affirmative vote of twenty percent (20 %) of the shareholders or
of the remaining directors even though less than a quorum of the Board of
Directors. A director elected to fill a vacancy will hold office only until the
next election of directors by the shareholders.
Section 8. Removal and Resignation of Directors. At a meeting of shareholders
calles expressly for that purpose, any director or the entire Board of Directors
may be removed, with or without cause, by a vote of the holders of twenty
percent (20 %) of the shares then entitled to vote at an election of directors.
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A director may resign at any time by delivering written notice to the Board of
Directors or its chairman or to the above named corporation by and tough one of
its officers. Such a resignation is effective when the notice is delivered
unless a later effective date is specified in said notice.
Section 9. Quorum and Voting. A majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business. The act
of a majority of the directors present at a meeting at which a quorum is present
will be the act of the Board of Directors.
Section 10. Executive and Other Committees. A resolution, adopted by a majority
of the full Board of Directors, may designate from among its members an
executive committee and/or other committee(s) which will have and may exercise
all the authority of the Board of Directors to the extent provided in such
resolution, except as is provided by law. Each committee must have two or more
members who serve at the pleasure of the Board of Directors. The board may, by
resolution adopted by a majority of the full Board of directors, designate onne
or more directors as alternate members of any such committee who may act in
place and instead of any absent member or members at any meeting of such
committee.
Section 11. Place of Meeting. Special or regular meetings of the Board of
Directors will be held within or without the State of Florida.
Section 12. Notice, Time and Call of Meeting. Regular meetings of the Board of
Directors will be held without notice on such dates as are designated by the
Board of Directors. Written notice of the time and place of a special meetings
of the Board of Directors will be given to each director by either personal
delivery, telegram or cablegram at least two (2) days before the meeting or by
notice mailed to the director at least five (5) days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting will constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted nor the purpose of, regular or special
meetings of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
A majority of the directors present, whether or not a quorum exits, may adjourn
any meeting of the Board of Directors to another time and place. Notice of any
such adjourned meeting will be given to the directors who were not present at
the time of the adjournment.
Meetings of the Board of Directors may be called by the Chairman of the Board,
the President of the above named corporation or any two directors.
Members of the Board of Directors may participate in a meeting of such board by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
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Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action to be so taken, signed by all
the directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the board or of the committee. Such consent
will have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of the above named corporation will consists
of a president, a vice president, a secretary and a treasurer, each of whom will
be elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time. Any two or more offices may be held by same
person.
Section 2. Duties. The officers of the above named corporation will have the
following duties :
The President will be the chief executive officer of the above named
corporation, who generally and actively manages the business and affairs of the
above named corporation subject to the directions of the Board of Directors.
Said officer will preside at all meetings of the shareholders and Board of
Directors.
The Vice President will, in the event of the absence or inability of the
President to exercise his office, become acting president of the organization
with all the rights, privileges and powers as if said person had been duly
elected president.
The Secretary will have custody of, and maintain all of the corporate records
except the financial records. Furthermore, said person will record the minutes
of all meetings of the shareholders and Board of Directors, send all notices of
meetings and perform such other duties as may be prescribed by the Board of
Directors or the President. Furthermore, said officer shall be responsible for
authenticating records of the above named corporation.
The Treasurer shall retain custody of all corporate funds and financial records,
maintain full and accurate accounts of receipts and disbursements and render
accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and perform such other
duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal and Resignation of Officers. An officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in the Board's judment the best interests of the above named
corporation will be served thereby.
Any officer may resign at any time by delivering notice to the above named
corporation. Said resignation is effective upon delivery unless the notice
specifies a later effective date.
Any vacancy in any office may be filled by the Board of Directors.
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ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of share(s) in the above named corporation
will be entitled to have a certificate representing all share(s) to which he is
holder. No certificate representing share(s) will be issued until such share(s)
is/are fully paid.
Section 2. Form. Certificates representing share(s) in the above named
corporation will be signed by the President or Vice President and the Secretary
or an Assistant Secretary and will be sealed with the seal of the above named
corporation.
Section 3. Transfer of stock. The above named corporation will register a stock
certificate presented for transfer if the certificate is properly endorsed by
the holder od record or by his duly authorized agent.
Section 4. Lost, Stolen, or Destroyed Certificates. If a shareholder claims that
a stock certificate representing shares issued and recorded by the above named
corporation has been lost or destroyed, a new certificate will be issued to said
shareholder, provided that said shareholder presents an affidavit claiming the
certificate of stock to be lost, stolen or destroyed. At the discretion of the
Board of Directors, said shareholder may be required to deposit a bond or other
indemnity in such amount and with such securities, if any, as the board may
require.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. The above named corporation shall keep as
permanent records minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by the shareholders of Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors in place of the Board of Directors on behalf of the above
named corporation. Furthermore, the above named corporation shall maintain
accurate accounting records. Furthermore, the above named corporation shall
maintain the following :
(i) a record of its shareholders in a form that permits preparation of a list of
the names and addresses of all shareholders in alphabetical order by class of
shares showing the number and series of shares held by each;
(ii) the above named corporation's Articles or Restated Articles of
Incorporation and all amendments thereto currently in effect;
(iii) the above named corporation's Bylaws or Restated Bylaws and all amendments
thereto currently in effect;
(iv) resolutions adopted by the Board of Directors creating one or more classes
or series of shares and fixing their relative rights, preferences and
limitations if shares issued pursuant to those resolutions are outstanding;
(v) the minutes of all shareholders' meetings and records of all actions taken
by shareholders without a meeting for the past three (3) years;
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(vi) written communications to all shareholders generally or all shareholders of
a class or series within the past three (3) years including the financial
statements furnished for the past three (3) years to shareholders as may be
required under Florida Law;
(vii) a list of the names and business street addresses of the above named
corporation's current directors and officers; and
(viii) a copy of the above named corporation's most recent annual report
delivered to the Department of State.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form.
Section 2. Shareholder's Inspection Rights. A shareholder of the above named
corporation (including a beneficial owner whose shares are held in a voting
trust or a nominee on behalf of a beneficial owner) may inspect and copy, during
regular business hours at the above nemed corporation's principal office, any of
the corporate records required to be kept pursuant to Section 1, of this Article
of these Bylaws, if said shareholder gives to the above named corporation
written notice of such demand at least five (5) business days before the date on
which the shareholder wishes to inspect and copy. The foregoing right of
inspection is subject however to such other restrictions as are applicable under
Florida Law, including, but not limited to, the inspection of certain records
being permitted only if the demand for inspection is made in good faith and for
a proper purpose (as well as the shareholder describing with reasonable
particularity the purpose and records desired to be inspected and such records
are directly connected with the purpose).
Section 3. Financial Information. Unless modified by resolution of the
shareholders within 120 days of the close of each fiscal year, the above named
corporation shall furnish the shareholders annual financial statements which may
consolidated or combined statements of the above named corporation and one or
more of its subsidiaries as appropriate, that include a balance sheet as of the
end of the fiscal year, an income statement for that year, and a statement of
cash flow for that year. If financial statements are prepared on the basis of
generally accepted accounting principles, the annual financial must also be
prepared on that basis. If the annual financial statements are reported on by a
public accountant, said accountant's report shall accompany said statements. If
said annual financial statements are not reported on by a public accountant,
then the statements shall be accompanied by a statement of the president or the
person responsible for the above named corporation's accounting records (a)
stating his reasonable belief whether the statements were prepared on the basis
of generally accepted accounting principles and if not, describing the basis of
preparation; and (b) describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year. The annual financial statements shall be mailed to each
shareholder of the above named corporation within 120 days after the close of
each fiscal year or within such additional time as is reasonably necessary to
enable to the above named corporation to prepare same, if, for reasons beyond
the above naed corporation's control, said annual financial statement cannot be
prepared within the prescribed period.
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Section 4. Other Reports to Shareholders. The above named corporation shall
report any indemnification or advanced expenses to any director, officer,
employee, or agent (for indemnification relating to litigation or threatened
litigation) in writing to the shareholders with or before the notice of the next
shareholders' meeting, or prior to such meeting if the indemnification or
advance occurs after the giving of such notice but prior to the time such
meeting is held, which report shall include a statement specifying the persons
paid, the amounts paid, and the nature and status, at the time of such payment,
of the litigation or threatened litigation.
Additionally, if the corporation issues or authorizes the issuance of shares for
promises to render services in the future, the above named corporation shall
report in writing to the shareholders the number of shares authorized or issued
and the consideration received by the above named corporation, with or before
the notice of the next shareholders' meeting.
ARTICLE VI. DIVIDENDS
The Board of Directors of the above named corporation may, from time to time
declare dividends on its shares in cash, property or its own shares, except when
the above named corporation is insilvent or when the payment thereof would
render the above named corporation insolvent, subject to Florida Law.
ARTICLE VII. CORPORATE SEAL
The Board of Directors will provide a corporate seal which will be in circular
form enbossing in nature and stating "Corporate Seal", "Florida", year of
incorporation and name of said corporation.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and altered, amended or new
Bylaws may be adopted by a majority vote of the full Board of Directors.
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