BYLAWS
OF
E-COM TECHNOLOGIES CORP.
ARTICLE I
OFFICES
The principal office of the Corporation in the
Province of British Columbia shall be located in
Vancouver. The Corporation may have such other
offices, either within or without the Province of
British Columbia, as the Board of Directors may
designate or as the business of the Corporation may
require from time to time.
ARTICLE 11
SHAREHOLDERS
SECTION I. Annual Meeting The annual meeting of the
shareholders shall be held on the first day in the
month of March in each year, beginning with the year
2000, at the hour of one o'clock p.m., for the
purpose of electing Directors and for the
transaction of such other business as may come
before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall
be held on the next business day. If the election of
Directors shall not be held on the day designated
herein for any annual meeting of shareholders, or at
any adjourninent thereof, the Board of Directors
shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as
soon as conveniently may be.
SECTION 1. Annual Meetings. If the election of
Directors shall not be held on the day designated
herein for any annual meeting of shareholders, or at
any adjournment thereof, the Board of Directors
shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as
soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and
shall be called by the President at the request of
the holders of not less than fifty percent (50%) of
all the outstanding shares of the corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting . The Board of Directors
may designate any place, either within or without
the Province of British Columbia, unless otherwise
prescribed by statute, as the place of meeting for
any annual meeting or for any special meeting. A
waiver of notice signed by all the shareholders
entitled to vote at a meeting may designate any
place, either within or without the Province of
British Columbia, unless otherwise prescribed by
statue, as the place for the holding of such
meeting. If no designation is made, the place of the
meeting with be the principal office of the
Corporation.
SECTION 4. Notice of Meeting . Written notice
stating the place, day and hour of the meeting and,
in case of a special meeting, the purpose or
purposes for which the meeting is called, shall
unless otherwise prescribed by statute, be delivered
not less than ten (10) days nor more than sixty (60)
days before the date of the meeting, to each
shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States
mail, addressed to the shareholder at his/her
address as it appears on the stock transfer books of
the Corporation, with postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any
dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board
of Directors of the corporation may provide that the
stock transfer books shall be closed for a stated
period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled
to notice of or to vote at a meeting of
shareholders, such books shall be closed for a t
least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a
date as the record date for any such determination
of shareholders, such date in any case to be not
more than fifty (50) days and, in case of a meeting
of shareholders, not less than ten (10) days prior
to the date on which the particular action requiring
such determination of shareholders is to be taken.
If the stock transfer books are not closed and no
record date is fixed for determination of
shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitle to
receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall
be the record date for such determination of
shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has
been made as provided in this section, such
determination shall apply to any adjournment
thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
corporation shall make a complete list of the
shareholders entitled to vote at each meeting of
shareholders or at any adjournment thereof, arranged
in alphabetical order, with the address of and the
number of share held by each. Such list shall be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting
for the purposes thereof
SECTION 7. Quorum . A majority of the outstanding
share of the Corporation entitle to vote,
represented in person or by proxy, shall constitute
a quorum at a meeting of shareholders. If less than
a majority of the outstanding shares are represented
at a meeting, a majority of the shares so
represented may adjourn the meeting from time to
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time without further notice. At such adjourned
meeting at which a quorum shall be present or
represented, any business may be transacted which
might have been transacted at the meeting as
originally noticed. The shareholders present at a
duly organized meeting may continue to transact
business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than
a quorum.
SECTION 8. Proxies. At all meetings of shareholders,
a shareholder may vote in person or by proxy
executed in writing by the shareholder by his/her
duly authorized attorney-in-fact. Such proxy shall
be filed with the secretary of the Corporation
before or at the time of the meeting.
SECTION 9. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of the
shareholders.
SECTION 10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation
may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe or, in the
absence of such provision, as the Board of Directors
of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy,
without a transfer of such shares into his name.
Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be
voted by such receiver, and the shares held by or
under the control of a receiver may be voted by such
receiver without the transfer thereof into his name,
if authority to do so be contained in an appropriate
order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the share have
been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the
shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the
total number of outstanding shares at any given
time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be
taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the
shareholders, may be taken without a meeting of a
consent in writing, setting for the action so taken,
shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The board of Directors
shall be responsible for the control and management
of the affairs, property and interests of the
corporation and may exercise all powers of the
Corporation, except as are in the Articles of
Incorporation or by statute expressly conferred upon
or reserved to the shareholders.
SECTION 2. Number. Tenure and Qualifications. The
number of directors of the Corporation shall be
fixed by the Board of Directors, but in no event
shall be less than one (1). Each director shall hold
office until the next annual meeting of shareholders
and until his/her successor shall have been elected
and qualified.
SECTION 3. Regular Meetings. A regular meeting of
the Board of Directors shall be held without other
notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders.
The Board of Directors may provide, by resolution,
the time and place for the holding of additional
regular meetings without notice other than such
resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the
request of the President or any two directors. The
person or persons authorized to call special
meetings of the Board of Directors may fix the place
for holding any special meeting of the Board of
Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto
by written notice delivered personally or mailed to
each director at his business address, or by
telegram. If mailed, such notice shall be deemed to
be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be
deemed to be delivered when the notice be given to
the telegraph company. Any directors may waive
notice of any meeting. The attendance of a director
at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a
meeting for the express purpose of objecting to the
transaction of any business because the meeting is
not lawfully called or convened.
SECTION 6. Quorum . A majority of the number of
directors fixed by Section 2 of this Article shall
constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if
less than such majority is present at a meeting, a
majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 7. Telephonic Meeting. A meeting of the
Board of Directors may be had by means of a
telephone conference or similar communications
equipment by which all persons participating in the
meeting can hear each other, and the participation
in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 8. Manner of Acting The act of the majority
of the directors present at a meeting at which a
quorum is present shall be the act of the Board of
Directors.
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SECTION 9. Action Without a Meeting. Any action that
may be taken by the Board of Directors at a meeting
may be taken without a meeting if a consent in
writing, setting forth the action so to be taken,
shall be signed before such action by all of the
directors.
SECTION 10. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, unless
otherwise provided by Law. A director elected to
fill a vacancy shall be elected for the unexpired
term of his/her predecessor in office. Any
directorship to be filled by reason of an increase
in the number of directors may be filled by election
by the Board of Directors for a term of office
continuing only until the next election of directors
by shareholders.
SECTION 11. Resignation . Any director may resign at
any time by giving written notice to the Board of
Directors, the President or the Secretary of the
Corporation. Unless other-wise specified in such
written notice such resignation shall take effect
upon receipt thereof by the Board of Directors or
such officer, and the acceptance of such resignation
shall not be necessary to make it effective.
SECTION 12. Removal. Any director may be removed
with or without cause at any time by the affirmative
vote of shareholders holding of record in the
aggregate at least a majority of the outstanding
share of stock of the Corporation at a special
meeting of the shareholders called for that purpose,
and may be removed for cause by action of the Board.
SECTION 13. Compensation. By resolution of the Board
of Directors, each director may be paid for his/her
expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated
salary as director or a fixed sum for attendance at
each meeting of the Board of Directors, or both. No
such payment shall preclude any director from
serving the Corporation in any other capacity and
receiving compensation therefore.
SECTION 14. Contracts. No contract or other
transaction between this Corporation and any other
corporation shall be impaired, affected or
invalidated, nor shall any director be liable in any
way by reason of the fact that one or more of the
directors of this Corporation is or are interested
in, or is a director or officer, or are directors or
officers of such other corporations, provided that
such facts are disclosed or made known to the Board
of Directors, prior to their authorizing such
transaction. Any director, personally and
individually, may be a party to or may be interested
in any contract or transaction of this Corporation ,
and no directors shall be liable in any way by
reason of such interest, provided that the fact of
such interest be disclosed or made known to the
Board of Directors prior to their authorization of
such contract or transaction, and provided that the
Board of Directors shall authorize, approve or
ratify such contract or transaction by the vote (not
counting the vote of any such Director) of a
majority of a quorum, notwithstanding, the presence
of any such director at the meeting at which such
action is taken. Such director or directors may be
counted in determining the presence of a quorum at
such meeting. This Section shall not be construed to
impair, invalidate, or in any way affect any
contract or other transaction which would otherwise
be valid under the law (common, statutory or
otherwise) applicable thereto.
SECTION 15. Committee . The Board of Directors, by
resolution adopted by a majority of the entire
Board, may from time to time designate from among
its members an executive committee and such other
committees, and alternate members thereof, as they
may deem desirable, with such powers and authority
(to the extent permitted by Law) as may be provided
in such resolution. Each such committee shall serve
at the pleasure of the Board.
SECTION 16. 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/her dissent shall be entered
into the minutes of the meeting or unless he/she
shall file written dissent to such action with the
person acting as the Secretary of the meeting before
the adjournment thereof, or shall forward such
dissent by registered 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.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation
shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer, each of whom shall be
elected by the Board of Dire6tors. Such other
officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board
of Directors, including a Chairman of the Board. In
its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any
office except those of President and Secretary. Any
two or more offices may be held by the same person.
Officers may be directors or shareholders of the
Corporation.
SECTION 2. Election and Term of Office. The officers
of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of
Directors held after each annual meeting of the
shareholders. If the election of officers shall not
be held at such meeting, such election shall be held
as soon thereafter as conveniently may be. Each
officer shall hold office until his/her successor
shall have been duly elected and shall have
qualified, or until his/her death, or until he/she
shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at
any time by giving written notice of such
resignation to the Board of Directors, or to the
President or the Secretary of the Corporation.
Unless otherwise specified in such written notice,
such resignation shall take effect upon receipt
thereof by the Board of Directors or by such
officer, and the acceptance of such resignation
shall not be necessary to make it effective.
SECTION 4. Removal. Any officer or agent may be
removed by the Board of Directors whenever, it its
judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an
officer or agent shall not of itself create contract
rights, and such appointment shall be terminable at
will.
SECTION 5. Vacancies. A vacancy in any office
because of death, resignation, removal,
disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the
term.
SECTION 6. President. The President shall be the
principal executive officer of the Corporation and,
subject to the control of the Board of Directors,
shall in general supervise and control all of the
business and affairs of the Corporation. He/she
shall, when present, preside at all meetings of the
shareholders and of the Board of Directors, unless
there is a Chairman of the Board, in which case the
Chairman will preside. The President may sign, with
the Secretary or any other proper officer of the
Corporation thereunto authorized by the Board of
Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts,
or other instruments which the Board of Directors
has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be
otherwise signed or executed; and in general shall
perform all duties incident to the office of
President and such other duties as may be prescribed
by the Board of Directors from time to time.
SECTION 7. Vice President. In the absence of the
President or in the event of his/her death,
inability or refusal to act, the Vice President
shall perform the duties of the President, and when
so acting, shall have all the powers of and be
subject to all the restrictions upon the President.
The Vice President shall perform such other duties
as from time to time may be assigned by the
President or by the Board of Directors. If there is
more than one Vice President, each Vice President
shall succeed to the duties of the President in
order of rank as determined by the Board of
Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of
the President in order of date of election, the
earliest date having first rank.
SECTION 8. Secretary . The Secretary shall: (a) keep
the minutes of the proceedings of the shareholders
and of the Board of Directors in one or more minute
books provided for that purpose; (b) see that all
notices are duly given in accordance with the
provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the
seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the
execution of which on behalf of the Corporation
under its seal is duly authorized; (d) keep a
register of the post office address of each
shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the
president certificates for share of the Corporation,
the issuance of which shall have been authorized by
resolution of the Board of Directors, (f) have
general charge of the stock transfer books of the
Corporation; and (g) in general perform all duties
incident to the office of the Secretary and such
other duties as from time to time may be assigned by
the President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all
funds and securities of the Corporation; (b) receive
and give receipts for monies due and payable to the
Corporation from any source whatsoever, and other
depositories as shall be selected in accordance with
the provisions of Article VI of these Bylaws; and
(c) in general perform all of the duties incident to
the office of Treasurer and such other duties as
from time to time may be assigned to him by the
President or by the Board of Directors.
SECTION 10. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of
Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that
he/she is also a director of the Corporation.
SECTION 11. Sureties and Bonds. In case the Board of
Directors shall so require any officer, employee or
agent of the corporation shall execute to the
Corporation a bond in such sum, and with such surety
or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his/her
duties to the Corporation, including responsibility
for negligence for the accounting for all property,
funds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations.
Whenever the Corporation is the holder of shares of
stock of any other corporation, any right of power
of the Corporation as such shareholder (including
the attendance, acting and voting at shareholders'
meetings and execution of waivers, consents, proxies
or other instruments) may be exercised on behalf of
the Corporation by the President, any Vice President
or such other person as the Board of Directors may
authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors,
officers and employees as follows:
Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation
against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon
him/her in connection with any proceeding to which
he/she may be made a party, or in which he/she may
become involved, by reason of being or having been 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 the Corporation, partnership, joint
venture, trust or enterprise, or any settlement
thereof, whether or not he/she is a director,
officer, employee or agent a the time such expenses
are incur-red, except in such cases wherein the
director, officer, employee or agent is adjudged
guilty of willful misfeasance or malfeasance in the
performance of his/her duties; provided that in the
event of a settlement the indemnification herein
shall apply only when the Board of Directors
approves such settlement and reimbursement as being
for the best interests of the Corporation.
The Corporation shall provide to 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 the corporation, partnership, joint
venture, trust or enterprise, the indemnity against
expenses of suit, litigation or other proceeding
which is specifically permissible under applicable
law.
The Board of Directors may, in its discretion,
direct the purchase of liability insurance by way
of implementing the provisions of this Article.
