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BYLAWS
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of
SEDONA SOFTWARE SOLUTIONS, INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section I - Annual Meetings
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The annual meeting of the shareholders of the Corporation shall be held at
the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
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Special meetings of the shareholders may be called by the Board of
Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
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Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada
as the Board of Directors may from time to time fix.
Section 4 - Notice of Meeting
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A notice convening an annual or special meeting which specifies the place,
day, and hour of the meeting, and the general nature of the business of the
meeting, must be faxed, personally delivered or mailed postage prepaid to
each shareholder of the Corporation entitled to vote at the meeting at the
address of the shareholder as it appears on the stock transfer ledger of
the Corporation, at least ten (10) days prior to the meeting. Accidental
omission to give notice of a meeting to, or the non-receipt of notice of a
meeting by, a shareholder will not invalidate the proceedings at that
meeting.
Section 5 - Action Without a Meeting
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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, without prior
notice and without a vote if written consents are signed by shareholders
representing a majority of the shares entitled to vote at such a meeting,
except however, if a different proportion of voting power is required by
law, the Articles of Incorporation or these Bylaws, than that proportion of
written consents is required. Such written consents must be filed with the
minutes of the proceedings of the shareholders of the Corporation.
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Section 6 - Quorum
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a) No business, other than the election of the chairman or the
adjournment of the meeting, will be transacted at an annual or
special meeting unless a quorum of shareholders, entitled to
attend and vote, is present at the commencement of the meeting, but
the quorum need not be present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons
present and being, or representing by proxy, shareholders of the
Corporation.
C) If within half an hour from the time appointed for an annual or
special meeting a quorum is not present, the meeting shall stand
adjourned to a day, time and place as determined by the chairman of
the meeting.
Section 7 - Voting
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Subject to a special voting rights or restrictions attached to a class of
shares, each shareholder shall be entitled to one vote for each share of
stock in his or her own name on the books of the corporation, whether
represented in person or by proxy.
Section 8 - Motions
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No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Vote
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In the case of an equality of votes, the chairman of the meeting at which
the vote takes place is not entitled to have a casting vote in addition to
the vote or votes to which he may be entitled as a shareholder of
proxyholder.
Section 10 - Dispute as to Entitlement to Vote
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In a dispute as to the admission or rejection of a vote at an annual or
special meeting, the decision of the chairman made in good faith is
conclusive.
Section 11 - Proxy
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a) Each shareholder entitled to vote at an annual or special meeting
may do so either in person or by proxy. A form of proxy must be in
writing under the hand of the appointor or of his or her attorney
duly authorized in writing, or, if the appointor is a corporation,
either under the seal of the corporation or under the hand of a
duly authorized officer or attorney. A proxyholder need not be a
shareholder of the Corporation.
b) A form of proxy and the power of attorney or other authority, if
any, under which it is signed or a facsimiled copy thereof must be
deposited at the registered office of the Corporation or at such
other place as is specified for that purpose in the notice convening
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the meeting. In addition to any other method of depositing proxies
provided for in these Bylaws, the Directors may from time to time by
resolution make regulations relating to the depositing of proxies at
a place or places and fixing the time or times for depositing the
proxies not exceeding 48 hours (excluding Saturdays, Sundays and
holidays) preceding the meeting or adjourned meeting specified in
the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
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a) The first Board of Directors of the Corporation, and all subsequent
Boards of the Corporation, shall consist of not less than one (1)
and not more than nine (9) directors. The number of Directors may be
fixed and changed from time to time by ordinary resolution of the
shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first
annual meeting of shareholders and until their successors have been
duly elected and qualified or until there is a decrease in the
number of directors. Thereinafter, Directors will be elected at
the annual meeting of shareholders and shall hold office until the
annual meeting of the shareholders next succeeding his or her
election, or until his or her prior death, resignation or removal.
Any Director may resign at any time upon written notice of such
resignation to the Corporation.
C) A casual vacancy occurring in the Board may be filled by the
remaining Directors.
d) Between successive annual meetings, the Directors have the power
to appoint one or more additional Directors but not more than 1/2
of the number of Directors fixed at the last shareholder meeting
at which Directors were elected. A Director so appointed holds office
only until the next following annual meeting of the Corporation, but
is eligible for election at that meeting. So long as he or she is an
additional Director, the number of Directors will be increased
accordingly.
e) A Director is not required to hold a share in the capital of the
Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
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a) The Board of Directors shall be responsible for the control and
management of the business and affairs, property and interests of
the Corporation, and may exercise all powers of the Corporation,
except for those powers conferred upon or reserved for the
shareholders or any other persons as required under Nevada state law,
the Corporation's Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined
by the Directors or, if the Directors decide, by the shareholders.
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Section 3 - Meetings of Directors
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a) The President of the Corporation shall preside as chairman at every
meeting of the Directors, or if the President is not present or is
willing to act as chairman, the Directors present shall choose one
of their number to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and
adjourn and otherwise regulate their meetings as they think fit.
Questions arising at a meeting must be decided by a majority of
votes. In case of an equality of votes the chairman does not have
a second or casting vote. Meetings of the Board held at regular
intervals may be held at the place and time upon the notice (if any)
as the Board may by resolution from time to time determine.
C) A Director may participate in a meeting of the Board or of a
committee of the Directors using conference telephones or other
communications facilities by which all Directors participating in
the meeting can hear each other and provided that all such
Directors agree to such participation. A Director participating in
a meeting in accordance with this Bylaw is deemed to be present at
the meeting and to have so agreed. Such Director will be counted
in the quorum and entitled to speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall,
call a meeting of the Board. Reasonable notice of the meeting
specifying the place, day and hour of the meeting must be given
by mail, postage prepaid, addressed to each of the Directors and
alternate Directors at his or her address as it appears on the books
of the Corporation or by leaving it at his or her usual business or
residential address or by telephone, facsimile or other method
of transmitting legibly recorded messages. It is not necessary to
give notice of a meeting of Directors to a Director immediately
following a shareholder meeting at which the Director has been elected,
or is the meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document
executed by him waiving notice of a past, present or future meeting or
meetings of the Directors being, or required to have been, sent to him
and may at any time withdraw the waiver with respect to meetings held
thereafter. After filing such waiver with respect to future meetings
and until the waiver is withdrawn no notice of a meeting of Directors
need be given to the Director. All meetings of the Directors so held
will be deemed not to be improperly called or constituted by reason of
notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed is a
majority of the Directors or, if the number of Directors is fixed at
one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their
body but, if and so long as their number is reduced below the number
fixed pursuant to these Bylaws as the necessary quorum of Directors, the
continuing Directors may act for the purpose of increasing the number of
Directors to that number, or of summoning a shareholder meeting of the
Corporation, but for no other purpose.
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h) All acts done by a meeting of the Directors, a committee of Directors,
or a person acting as a Director, will, notwithstanding that it be
afterwards discovered that there was some defect in the qualification,
election or appointment of the Directors, shareholders of the committee
or person acting as a Director, or that any of them were disqualified,
be as valid as if the person had been duly elected or appointed and was
qualified to be a Director.
i) A resolution consented to in writing, whether by facsimile or other
method of transmitting legibly recorded messages, by all of the Directors
is as valid as if it had been passed at a meeting of the Directors duly
called and held. A resolution may be in two or more counterparts which
together are deemed to constitute one resolution in writing. A resolution
must be filed with the minutes of the proceedings of the directors and
is effective on the date stated on it or on the latest date stated on a
counterpart.
j) All Directors of the Corporation shall have equal voting power.
Section 4 - Removal
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One or more or all the Directors of the Corporation may be removed with or
without cause at any time by a vote of two-thirds of the shareholders
entitled to vote thereon, at a special meeting of the shareholders called
for that purpose.
Section 5 - Committees
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a) The Directors may from time to time by resolution designate from among
its members one or more committees, and alternate members thereof, as
they deem desirable, each consisting of one or more members, with such
powers and authority (to the extent permitted by law and these Bylaws)
as may be provided in such resolution. Unless the Articles of
Incorporation or Bylaws state otherwise, the Board of Directors may
appoint natural persons who are not Directors to serve on such
committees authorized herein. Each such committee shall serve at the
pleasure of the Board of Directors and unless otherwise stated by law,
the Certificate of Incorporation of the Corporation or these Bylaws,
shall be governed by the rules and regulations stated herein regarding
the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall
cause them to be recorded in the books kept for that purpose, and
shall report them to the Board at such times as the Board may from
time to time require. The Board has the power at any time to revoke
or override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
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a) The Corporation's officers shall have such titles and duties as shall
be stated in these Bylaws or in a resolution of the Board of Directors
which is not inconsistent with these Bylaws. The officers of the
Corporation shall consist of a president, secretary, treasurer, and
also may have one or more vice presidents, assistant secretaries and
assistant treasurers and such
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other officers as the Board of Directors may from time to time deem
advisable. Any officer may hold two or more offices in the
Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the
annual meeting of shareholders.
C) Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his or her election, and until
his or her successor shall have been duly elected and qualified,
subject to earlier termination by his or her death, resignation or
removal.
Section 2 - Resignation
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Any officer may resign at any time by giving written notice of such
resignation to the Corporation.
Section 3 - Removal
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Any officer appointed by the Board of Directors may be removed by a
majority vote of the Board, either with or without cause, and a successor
appointed by the Board at any time, and any officer or assistant officer,
if appointed by another officer, may likewise be removed by such officer.
Section 4 - Remuneration
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The remuneration of the Officers of the Corporation may from time to time
be determined by the Directors or, if the Directors decide, by the
shareholders.
Section 5 - Conflict of Interest
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Each officer of the Corporation who holds another office or possesses
property whereby, whether directly or indirectly, duties or interests might
be created in conflict with his or her duties or interests as an officer of
the Corporation shall, in writing, disclose to the President the fact and
the nature, character and extent of the conflict.
ARTICLE V: SHARES OF STOCK
Section I - Certificate of Stock
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a) The shares of the Corporation shall be represented by certificates
or shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either
manually or by facsimile, by officers or agents designated by the
Corporation for such purposes, and shall certify the number of
shares owned by the shareholder in the Corporation. Whenever any
certificate is countersigned or otherwise authenticated by a transfer
agent or transfer clerk, and by a registrar, then a facsimile of the
signatures of the officers or agents, the transfer agent or transfer
clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures.
If the Corporation uses facsimile signatures of its
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officers and agents on its stock certificates, it cannot act as
registrar of its own stock, but its transfer agent and registrar may
be identical if the institution acting in those dual capacities
countersigns or otherwise authenticates any stock certificates in
both capacities. If any officer who has signed or whose facsimile
signature has been placed upon such certificate, shall have ceased
to be such 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.
C) If the Corporation issued uncertificated shares as provided for in
these Bylaws, within a reasonable time after the issuance or transfer
of such uncertificated shares, and at least annually thereafter, the
Corporation shall send the shareholder a written statement certifying
the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of
the holders of uncertificated shares and the rights and obligations
of the holders of certificates representing shares of the same class
and series shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to
them of the certificate and upon such other terms, if any, as
they may think fit, order the certificate to be cancelled and
issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to
the satisfaction of the Directors and upon and indemnity, if
any being given, as the Directors think adequate, the Directors
shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders
it to the Corporation with a written request that the Corporation
issue in his or her name two or more certificates, each representing
a specified number of shares and in the aggregate representing the
same number of shares as the certificate so surrendered, the
Corporation shall cancel the certificate so surrendered and issue
new certificates in accordance with such request.
Section 2 - Transfers of Shares
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a) Transfers or registration of transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation by the
registered holder thereof, or by his or her attorney duly authorized
by a written power of attorney; and in the case of shares represented
by certificates, only after the surrender to the Corporation of the
certificates representing such shares with such shares properly
endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may
reasonably require, and the payment of all stock transfer taxes due
thereon.
b) The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes
and, accordingly, shall not be bound to recognize any legal, equitable
or other claim to, or interest in, such share or shares on the part of
any
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other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
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a) The Directors may fix in advance a date, which must not be more than
60 days permitted by the preceding the date of a meeting of shareholders
or a class of shareholders, or of the payment of a dividend or of the
proposed taking of any other proper action requiring the determination
of shareholders as the record date for the determination of the
shareholders entitled to notice of, or to attend and vote at, a meeting
and an adjournment of the meeting, or entitled to receive payment of a
dividend or for any other proper purpose and, in such case,
notwithstanding anything in these Bylaws, only shareholders of records
on the date so fixed will be deemed to be the shareholders for the
purposes of this Bylaw.
b) Where no record date is so fixed for the determination of
shareholders as provided in the preceding Bylaw, the date on which
the notice is mailed or on which the resolution declaring the
dividend is adopted, as the case may be, is the record date for such
determination.
Section 4 - Fractional Shares
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Notwithstanding anything else in these Bylaws, the Corporation, if the
Directors so resolve, will not be required to issue fractional shares in
connection with an amalgamation, consolidation, exchange or conversion. At
the discretion of the Directors, fractional interests in shares may be
rounded to the nearest whole number, with fractions of 1/2 being rounded to
the next highest whole number, or may be purchased for cancellation by the
Corporation for such consideration as the Directors determine. The
Directors may determine the manner in which fractional interests in shares
are to be transferred and delivered to the Corporation in exchange for
consideration and a determination so made is binding upon all shareholders
of the Corporation. In case shareholders having fractional interests in
shares fail to deliver them to the Corporation in accordance with a
determination made by the Directors, the Corporation may deposit with the
Corporation's Registrar and Transfer Agent a sum sufficient to pay the
consideration payable by the Corporation for the fractional interests in
shares, such deposit to be set aside in trust for such shareholders. Such
setting aside is deemed to be payment to such shareholders for the
fractional interests in shares not so delivered which will thereupon not be
considered as outstanding and such shareholders will not be considered to
be shareholders of the Corporation with respect thereto and will have no
right except to receive payment of the money so set aside and deposited
upon delivery of the certificates for the shares held prior to the
amalgamation, consolidation, exchange or conversion which result in
fractional interests in shares.
ARTICLE VI: DIVIDENDS
a) Dividends may be declared and paid out of any funds available
therefor, as often, in such amounts, and at such time or times as
the Board of Directors may determine and shares may be issued pro
rata and without consideration to the Corporation's shareholders or
to the shareholders of one or more classes or series.
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b) Shares of one class or series may not be issued as a share dividend
to shareholders of another class or series unless such issuance is in
accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series
to be issued approve theissue; or
(ii) there are no outstanding shares of the class or series of shares
that are authorized to be issued as a dividend.
ARTICLE VII: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from
such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright
or as security for liability or obligation of the Corporation or
another person, and
(iii) mortgage, charge, whether by way of specific or floating charge,
and give other security on the undertaking, or on the whole or a
part of the property and assets of the Corporation (both present
and future).
b) A bond, debenture or other debt obligation of the Corporation may be
issued at a discount, premium or otherwise, and with a special privilege
as to redemption, surrender, drawing, allotment of or conversion into or
exchange for shares or other securities, attending and voting at
shareholder meetings of the Corporation, appointment of Directors or
otherwise, and may by its terms be assignable free from equities between
the Corporation and the person to whom it was issued or a subsequent
holder thereof, all as the Directors may determine.
ARTICLE VIII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject
to change, by the Board of Directors from time to time, subject to
applicable law.
ARTICLE IX: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed
and altered, from time to time, by the Board of Directors. The use of a
seal or stamp by the Corporation on corporate documents is not necessary
and the lack thereof shall not in any way affect the legality of a
corporate document.
ARTICLE X: AMENDMENTS
Section 1 - By Shareholders
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All Bylaws of the Corporation shall be subject to alteration or repeal, and
new Bylaws may be made by a majority vote of the shareholders at any annual
meeting or special meeting called for that purpose.
Section 2 - By Directors
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The Board of Directors shall have the power to make, adopt, alter, amend
and repeal, from time to time, Bylaws of the Corporation.
ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an
existing or proposed contract or transaction with the Corporation or who
holds an office or possesses property whereby, directly or indirectly, a
duty or interest might be created to conflict with his or her duty or
interest as a Director, shall declare the nature and extent of his or her
interest in such contract or transaction or of the conflict with his or
her duty and interest as a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with
the Corporation in which he is interested and if he does so his or her
vote will not be counted, but he will be counted in the quorum present
at the meeting at which the vote is taken. The foregoing prohibitions
do not apply to:
(i) a contract or transaction relating to a loan to the Corporation,
which a Director or a specified corporation or a specified firm in
which he has an interest has guaranteed or joined in guaranteeing
the repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the benefit
of a holding corporation or a subsidiary corporation of which a
Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares
or debentures to be issued by the Corporation or a subsidiary of
the Corporation, or a contract, arrangement or transaction in
which a Director is directly or indirectly interested if all the
other Directors are also directly or indirectly interested in the
contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
C) A Director may hold an office or place of profit with the Corporation
(other than the office of Auditor of the Corporation) in conjunction
with his or her office of Director for the period and on the terms (as
to remuneration or otherwise) as the Directors may determine. No
Director or
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intended Director will be disqualified by his or her office from
contracting with the Corporation either with regard to the tenure
of any such other office or place of profit, or as vendor, purchaser
or otherwise, and, no contract or transaction entered into by or on
behalf of the Corporation in which a Director is interested is liable
to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity for the
Corporation (except as Auditor of the Corporation), and he or his or her
firm is entitled to remuneration for professional services as if he were
not a Director.
e) A Director may be or become a director or other officer or employee of,
or otherwise interested in, a corporation or firm in which the
Corporation may be interested as a shareholder or otherwise, and the
Director is not accountable to the Corporation for remuneration or other
benefits received by him as director, officer or employee of, or from
his or her interest in, the other corporation or firm, unless the
shareholders otherwise direct.
ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles
of Incorporation with the Secretary of State, and annually thereafter on or
before the last day of the month in which the anniversary date of
incorporation occurs each year, file with the Secretary of State a list of
its president, secretary and treasurer and all of its Directors, along with
the post office box or street address, either residence or business, and a
designation of its resident agent in the state of Nevada. Such list shall
be certified by an officer of the Corporation.
ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or
former Director of the Corporation and the Directors may cause the
Corporation to indemnify a director or former director of a
corporation of which the Corporation is or was a shareholder and the
heirs and personal representatives of any such person against all costs,
charges and expenses, including an amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by him or them
including an amount paid to settle an action or satisfy a judgment
inactive criminal or administrative action or proceeding to which he
is or they are made a party by reason of his or her being or having been
a Director of the Corporation or a director of such corporation,
including an action brought by the Corporation or corporation. Each
Director of the Corporation on being elected or appointed is deemed
to have contracted with the Corporation on the terms of the
foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer,
employee or agent of the Corporation or of a corporation of which
the Corporation is or was a shareholder (notwithstanding that he is
also a Director), and his or her heirs and personal representatives
against all costs, charges and expenses incurred by him or them and
resulting from his or her acting as an officer, employee or agent of
the Corporation or corporation. In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the Corporation
(if he is not a full time employee of the
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Corporation and notwithstanding that he is also a Director), and his
or her respective heirs and legal representatives against all costs,
charges and expenses incurred by him or them and arising out of the
functions assigned to the Secretary by the Corporation Act or these
Articles and each such Secretary and Assistant Secretary, on being
appointed is deemed to have contracted with the Corporation on the
terms of the foregoing indemnity.
C) The Directors may cause the Corporation to purchase and maintain
insurance for the benefit of a person who is or was serving as a
Director, officer, employee or agent of the Corporation or as a
director, officer, employee or agent of a corporation of which the
Corporation is or was a shareholder and his or her heirs or personal
representatives against a liability incurred by him as a Director,
officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
Sedona Software Solutions, Inc.
per:
/s/ J. E. Cooper
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Secretary
