EXHIBIT 3.2
BY-LAWS
OF
SUNFLOWER (USA), LTD.
INDEX
ARTICLE I - OFFICES
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING
2. SPECIAL MEETINGS
3. PLACE OF MEETING
4. NOTICE OF MEETING
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE
6. VOTING LIST
7. QUORUM
8. PROXIES
9. VOTING
10. ORDER OF BUSINESS
a) Roll Call
b) Proof of notice of meeting or waiver of notice
c) Reading of minutes of preceding meeting
d) Reports of Officers
e) Reports of Committees
f) Election of Directors
g) Unfinished Business
h) New Business
11. INFORMAL ACTION BY STOCKHOLDERS
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS
2. NUMBER, TENURE AND QUALIFICATIONS
3. REGULAR MEETINGS
4. SPECIAL MEETINGS
5. NOTICE
6. QUORUM
7. MANNER OF ACTING
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
9. REMOVAL OF DIRECTORS
10. RESIGNATION
11. COMPENSATION
12. EXECUTIVE AND OTHER COMMITTEES
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ARTICLE IV - OFFICERS
1. NUMBER
2. REMOVAL
3. VACANCIES
4. PRESIDENT
5. CHAIRMAN OF THE BOARD
6. SECRETARY
7. TREASURER
8. SALARIES
ARTICLE V - STOCK
1. CERTIFICATES
2. NEW CERTIFICATES
3. RESTRICATIONS OF TRANSFER
ARTICLE VI - CONTRACTS, LOANS, CHECKS and DEPOSITS
1. CONTRACTS
2. LOANS
3. CHECKS, DRAFTS, ETC.
4. DEPOSITS
ARTICLE VII - FISCAL YEAR
ARTICLE VIII - DIVIDENDS
ARTICLE IX - SEAL
ARTICLE X - WAIVER OF NOTICE
ARTICLE XI - AMENDMENTS
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BY-LAWS
OF
SUNFLOWER (USA), LTD.
ARTICLE I - OFFICES
The principal office of the corporation in the State of Nevada shall be located
at 1200 South Eastern Avenue, in the city of Las Vegas, county of Clark. The
corporation may have such other offices, either within or without the State of
incorporation as the board of directors may designate or as the business of the
corporation may from time to time require.
ARTICLE II-STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be
held on the 2nd Wednesday of August in each year, beginning with the year 1994
at the hour of 1 o'clock P.M. local time for the purpose of the election of
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 succeeding business day.
2. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president or by a director and shall be called by the president at the
request of the holders of not less than fifty one (51) percent of all the
outstanding shares of the corporation entitled to vote at the meeting.
3. PLACE OF MEETING. The directors may designate any place, either
within or without the state unless otherwise prescribed by statute, as the place
of meeting for any annual meeting or for any special meeting called by the
directors. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, either within or without the state unless
otherwise prescribed by statute, as the place for holding such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation.
4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting and, in the case of a special meeting is called,
shall be delivered not less than ten (10) days nor more than twenty (20) days
before the date of the meeting, either personally or by mail, by the direction
of the president, or secretary, or the director calling the meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the stockholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.
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5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. Forte
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof or stockholders entitled to
receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the directors of the corporation may
entitled to notice of or to vote at a meeting of stockholders, such books shall
be closed for at least twenty (20) days immediately preceding such meeting. In
lieu of closing the stock transfer books, the directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than twenty (20) days and, in case of a meeting of
stockholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of stockholders entitled to
notice of or to vote at a meeting of stockholders, or stockholders entitled 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 directors declaring such dividend is
adopted, as The case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof
6. VOTING LIST. The officer or agent having charge of the stock
transfer books for the shares of the corporation shall make, at least ten (10)
days before each meeting of stockholders, a complete list of stockholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and number of shares held by each, which
list, for a period of the (10) days prior to such meeting, shall be kept on file
at the principal office of the corporation and shall be subject to inspection by
any stockholder at any time during usual business hours, Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original transfer book shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at the
meeting of stockholders.
7. QUORUM. At any meeting of stockholders fifty one (51) percent
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders, if
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding shares so represented may adjourn the meeting from
time to 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 originally noticed. The stockholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
8. PROXIES. At all meetings of the stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.
9. VOTING. Each shareholder entitled to vote in accordance with
the terms and provisions of the certificate of incorporation and these by-laws
shall be entitled to one vote, in person or by proxy, for each share of stock
entitled to vote held by such shareholder. Upon the demand of any stockholder,
the vote for directors and upon any question before the meeting shall be by
ballot. All elections for directors shall be decided by plurality vote; all
other questions shall be decided by majority vote except as otherwise provided
by the Certificate of Incorporation or the laws of Nevada.
10. ORDER OF BUSINESS The order of business at all meetings of
the stockholders, shall be as follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided by
law, any action required to be taken at a meeting of the stockholder, or any
other action which may be taken at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to
the subject matter thereof
ARTICLE III- BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its board of directors. The directors shall in all cases act
as a board and they may adopt such rules and regulations for the conduct of
their meetings and the management of the corporation, as they may deem proper,
not inconsistent with these by-laws and the laws of the State of Nevada.
2. NUMBER, TENURE AND QUAILFIICATIONS. The number of directors of'
the corporation shall be a minimum of one (1) and a maximum of eleven (11). Each
director shall hold office until the next annual meeting of stockholders and
until his successor shall have been elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors, shall be
held without other notice than this by-law immediately after and at the same
place as, the annual meeting of stockholders. The directors may provide, by
resolution, the time and place for holding of additional regular meetings
without other notice than such resolution.
4. SPECIAL MEETINGS. Special meetings of the directors may be
called by or at the request of the president or arty two directors. The person
or persons authorized to call special meetings of the directors may fix the
place for holding any special meeting of the directors called by them.
5. NOTICE. Notice of any special meeting shall be given at
least one day previously thereto by written notice delivered personally, or by
telegram or mailed to each director at his business address. If mailed, such
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notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. 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
ransaction of any business because the meeting is not lawfully called or
convened.
6. QUORUM. At any meeting of the directors fifty (50) percent
shall constitute a quorum for the transaction of business, but if less than said
number is present at a meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice.
7. 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
directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring on the board for any reason except the removal of directors
without cause may be filled by a vote of the majority of the directors then in
office, although less than a quorum exists. Vacancies occurring by reason of the
removal of directors without cause shall be filled by vote of the stockholders,
A director elected to fill a vacancy caused by resignation, death or removal
shall be elected to hold office for the unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed for cause by vote of the stockholders or by action of the board.
Directors may be removed without cause only by vote of the stockholders.
10. RESIGNATION. A director may resign at any time by giving
written notice to the board, the president or the secretary of the corporation.
Unless otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the board or such officer and the acceptance of the
resignation shall not be necessary to make it effective
11. COMPENSATION. No compensation shall be paid to directors, as
such, for their services, but by resolution of the board a fixed sum and
expenses for actual attendance at each regular or special meeting of the board
may be authorized. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
12. EXECUTIVE AND OTHER COMMITTEES. The board, by resolution, may
designate from among its members an executive committee and other committees,
each consisting of one (1) or more directors. Each such committee shall serve at
the pleasure of the board.
ARTICLE IV - OFFICERS
1. NUMBER. The officers of the corporation shall be the president,
a secretary and a treasurer, each of whom shall be elected by the directors,
Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the directors.
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2. ELECTION AND TERM OF OFFICE. The officers of the corporation to
be elected by the directors shall be elected annually at the first meeting of
the directors held after each annual meeting of' the stockholders, Each officer
shall hold office until his successor shall have been duly elected an shall have
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.
3. REMOVAL Any officer or agent elected or appointed by the
directors may be removed by the directors whenever in their judgment the best
interest of the corporation would be sewed thereby, but such removal shall be
without prejudice to contract rights, if any, of the person so removed
4. VACANCIES. A vacancy in any office because of death,
resignation removal, disqualification or otherwise, may be filled by the
directors for the unexpired portion of the term,
5. PRESIDENT. The president shall be the principal executive
officer of the corporation and, subject to the control of the directors, shall
in general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the stockholders
and of the directors. He may sign, with the secretary or any proper officer of
the corporation thereunto authorized by the directors, certificates for shares
of the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
directors or by these by-laws 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 directors from time to time.
6. CHAIRMAN OF THE BOARD. In the absence of the president or in
the event of his death, inability or retinal to act, the chairman of the board
of directors shall assume 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 chairman of the board of directors shall perform such other
duties as from time to time may be assigned to him by the directors.
7. SECRETARY. The secretary shall keep the minutes of' the
stockholders' and of the directors' meetings in one or more books provided for
that purpose, see that all notices are duly given in accordance with the
provisions of these by-laws or as required, be custodian of the corporate
records and of the seal of the corporation and keep a register of the post
office address of each stockholder which shall be furnished to the secretary by
such stockholder, have general charge of the stock transfer books of the
corporation and in general perform all the duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the president or by the directors.
8. TREASURER. If required by the directors, the treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the directors shall determine. He shall have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from any
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source whatsoever and deposit all such money in the name of the corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with these by-laws and 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 directors.
9. SALARIES. The salaries of the officers shall be fixed from time
to time by the directors and no officer shall be prevented from receiving such
salary by reason of fact that he is also a director of the corporation.
ARTICLE V - STOCK
1. CERTIFICATES.
The shares of stock shall be represented by consecutively numbered certificates
signed in the name of the Corporation by its President or Vice President and the
Secretary or an Assistant Secretary and shall be sealed with the seal of the
Corporation, or with a facsimile thereof The signatures of the Corporation's
officers on such certificates may also be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar other than the
Corporation itself or an employee of the Corporation. In case any officer who
has signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be an officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of its issue, Certificates of stock shall be in such form consistent with
law as shall be prescribed by the Board of Directors. No certificate shall be
issued until the shares represented thereby are frilly paid.
2. NEW CERTIFICATES.
No new certificates evidencing shares shall be issued unless and until the old
certificate or certificates, in lieu of which the new certificates is issued,
shall be surrendered for cancellation, except as provided in paragraph 2 of this
Article V.
3. RESTRICTIONS OF TRANSFER.
NO CERTIFICATE SHALL BE ISSUED OR REISSUED WITHOUT A RESTRICTION OF
TRANSFERABILITY CLEARLY IMPRINTED THEREUPON UNLESS REGISTERED AS REQUIRED BY LAW
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
ARTICLE VI- CONTRACTS, LOANS, CHECKS and DEPOSITS
1. CONTRACTS. The directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation and such authority
may be general or confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the directors. Such authority may be general or
confined to specific instances,
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3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money1 notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the directors.
4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the directors may select.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of June each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to
any stockholder or director of the corporation under the provisions of these
bylaws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new bylaws may be adopted
by a vote of the stockholders representing a majority of all the shares issued
and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.
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SunFlower (USA), Ltd.
DIRECTORS AND EXECUTIVE OFFICERS
The directors and officers of the Issuer, all whose terms will expire at the
next annual meeting of the stockholders or at such time as their successors
shall be elected and qualified, are as follows:
Edward Ai Dang LIU, 34, has been a Director and Chairman of the Board of the
Issuers since October 5, 1998. He is also currently a Director and Chairman of
the Board of the Issuer's subsidiary SunFlower Industries, Ltd., located in The
Peoples Republic of China. He has been a Director Chairman of the Board and
President of that company since March, 1994. Mr. Liu began his business career
in 1988 as the factory manager of the Shen Jin Automobile Repair Company. He
then organized and became general manager of the Shen Jin Enterprise Company
Limited in 1990. In 1992 he founded SunFlower Industry Company Limited with his
own and the resources of his family members and close friends. He is a very
influential business leader in the Shen Yang City business and political
community. He serves as a city council member of Then Yang City Counsel and as a
member of the Economics Committee of Shen Yang City. He is the Vice President of
the Chamber of Commerce of Shen Yang City and a member of the Private Enterprise
Association of Shen Yang City. He has also received awards from Shen Yang City
as one of the 10 Best Entrepreneurs in Shen Yang City, as the Best Young
Executive and as Excellent Manager. Mr. Liu has a degree in Business
Administration (1988) from the University of Shen Yang, PRC.
Paul Xian Bao MENG, 35, has been a Director and President of the Issuer since
October 5, 1998. He is also currently a Director and President of the Issuer's
subsidiary SunFlower Industries, Ltd. located in The Peoples Republic of China.
He has been a director of the Company since March, 1994. From 1984 to 1992 he
was a manager for the Transportation Authority of Shen Yang City. He joined
SunFlower Industries, Ltd in 1992 and was elevated to president in 1996. Mr.
Meng received a Bachelors Degree in Management (1984) from the University of
Manchuria.
JoyKing Xiao Jun ZHANG, 34, has been a Director of the Issuer since October 5,
1998. He is also currently a Director of the Issuer's subsidiary SunFlower
Industries, Ltd., located in The Peoples Republic of China. He has been a
Director since January, 1998. Mr. Chang is not an employee of the Issuer. He is
the General Manager of Northeast Electric Transmission & Transformation Group
international Group International, Ltd. Northeast Electric Transmission &
Transformation Group International Group International, Ltd. is a subsidiary of
Northeast Electric Transmission & Transformation Co. Ltd., a listed public
company waded on the Hong Kong Stock Exchange (Trade#0042). Mr. Chang received a
Bachelors degree in Engineering (1987) and earned a Masters degree in Economics
from the University of Liao Ning (1991).
Whitty H D LIU, 47, has been a Director, Secretary and Treasurer of the Issuer
since October 5,1998. She is also currently a Director, Secretary and Treasurer
of the Issuer's subsidiary SunFlower Industries, Ltd., located in The Peoples
Republic of China. She has been a Director since March, 1994. Ms Liu has more
than twenty years of experience in finance and accounting. She is the sister of
Edward Liu the Chairman of the Company. She earned a Bachelor of Science degree
from the University of Shen Yang (1975).
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Virginia S. C. TONG, 41, has been a Director and Vice President of Finance of
the Issuer since October 5, 1998. She is also currently a Director of the
Issuer's subsidiary SunFlower Industries, Ltd., located in The Peoples Republic
of China. She has been a Director since March 1995. From 1980 thin 1991 she was
manager a Shen Yang governmental agency. She is a member of the Accountants
Association and a member of the Private Enterprise Association of Shen Yang
City. Ms Tong earned a degree in finance with a major in Industrial Accounting
(1997) from the Shen Yang Institute of Finance.
Christina Xue Mei ZHANG, 39, has been a Director and Vice President of sales of
the Issuer since October 5, 1998. She is also currently a Director of the
Issuer's subsidiary SunFlower Industries, Ltd., located in The Peoples Republic
of China. She has been a Director since March, 1995. She is a member of the
Sales and Marketing Association of Shen Yang City. Ms Zhang earned a Bachelors
degree in Chinese Literature (1988) from the University of Liao Ning.
Zhao B YU, 55, has been a Director and a Vice President of Engineering of the
Issuer since October 5, 1998. He is also currently a Director of the Issuer's
subsidiary SunFlower Industries, Ltd., located in The Peoples Republic of China.
He has been a director and Vice President of Engineering since 1992. He was
employed from 1967 till 1992 by the Shen Yang Metal Factory Company located in
Shen Yang City. He earned a Bachelor Degree in Non-ferrous Metallurgy (1967).
Nathan Goldenthal, MD, 45, has been a Director of the Issuer since October 5,
1998. He is also currently a Director of the Issuer's subsidiary SunFlower
Industries, Ltd., located in The Peoples Republic of China Dr. Goldenthal has
over 15 years of industrial management experience related to waste-recycling. He
has been a Director since October, 1998.
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