BYLAWS
OF
HYBRID FUELS, INC.,
a Nevada Corporation
ARTICLE I
OFFICES
SECTION 1. PRINCIPLE EXECUTIVE OFFICE
The principle executive of the Corporation shall be in the City of Kelowna,
Province of British Columbia, Canada.
The Corporation may also have offices at such other places as the Board of
Directors may from time to time designate, or as the business of the Corporation
may require.
ARTICLE II
SHAREHOLDERS MEETING
SECTION 1. PLACE OF MEETING
All meetings of the shareholders shall be held at the principle executive
office of the Corporation or at such other place as may be determined by the
Board of Directors.
SECTION 2. ANNUAL MEETING
The annual meeting of the shareholders shall be held on or before the 31st
day of May each year, at 10:00 A.M., if not a holiday, at which time the
shareholders shall elect a Board of Directors (every two years, or as otherwise
appropriate) and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the Beard of
Directors, the President or by one or more shareholders holding not less than 10
percent of the votes of the Corporation or such additional persons as may be
provided in the Articles or Bylaws.
SECTION 4. NOTICE OF MEETINGS OF SHAREHOLDERS
Notice of meetings, annual or special, shall be given, in writing, to
shareholders entitled to vote at the meeting, by the Secretary or an Assistant
Secretary, or, if there be no such officer, or in the case of his neglect or
refusal, by any one Director or designated person.
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Such notices shall be given either personally or by first class mail or
other means of written communication, addressed to the shareholder, at the
address of such shareholder appearing on the books of the Corporation or given
by the shareholder to the Corporation for the purpose of notice. Notice shall be
given not less than 15 nor more than 60 days before date of the meeting.
SECTION 5. WAIVER OF NOTICE
A Waiver of Notice shall state the place, date and hour of the meeting and
(1), in the case of a special meeting, the general nature of the business to be
transacted, and that no other business may be transacted, or (2), in the case of
an annual meeting, those matters which the Board at the time of the mailing of
the notice, intends to present for action by the shareholders, but subject to
the provisions of Section 6 of these Articles that any proper matter may be
presented at the meeting for such action. The notice of any meeting at which
Directors are to be elected shall include the names of the nominees which, at
the time of the notice, the Board of Directors intends to present for election.
Notice of any adjourned meeting need not be given un-less a meeting is adjourned
for 45 days or more from the date set for the original meeting.
SECTION 6. SPECIAL NOTICE AND WAIVER OF NOTICE REQUIREMENT
Request for approval of the following must be contained in the notice or
waiver of notice;
1 Approval of a contract or other transaction between the Corporation and
one or more of its Directors or between the Corporation and any corporation,
firm or association in which one or more of its Directors has a material
financial interest;
2. To indemnify an agent of the Corporation; or
3. To approve the principle terms of a reorganization; or
4. Approval of a plan of distribution as part of the winding up of
the Corporation;
Prompt notice shall be given of the taking of any other Corporate action
approved by the shareholders without a meeting by less than a unanimous written
consent to those shareholders entitled to vote who have not consented in
writing.
Notwithstanding any of the foregoing provisions of this Section, Directors
may not be elected by written consent except by the unanimous written consent of
all shares entitled to vote for the election of Directors.
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A written Consent may be revoked by a written notice received by the
Corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary of
the Corporation, but may not be revoked thereafter. Such revocation is effective
upon its receipt by the Secretary of the Corporation.
SECTION 8. QUORUM
A. majority of the shareholders entitled to vote, represented at the
meeting in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present, the affirmative vote of the majority of
shareholders represented at the meeting and entitled to vote on any matter shall
be the act of the shareholders, unless the vote of a greater number is required
by law except as provided in the following provisions of this Section.
The shareholders present at a duly called or held meeting at which a quorum
is present may continue to transact business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum, if any action
is approved by at least a majority of the shares required to constitute a
quorum
In the absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares represented either in
person or by proxy, but no other business may be transacted except as provided
in the foregoing provisions of this Section.
SECTION 9 VOTING
Shareholders entitled to vote shall be only persons in whose names shares
entitled to vote stand on the record date for voting purposes fixed by the Board
of Directors pursuant to Article VIII Section 3 of these Bylaws, or, if there be
no such fixed date so fixed, on the record dates given below.
If no record date is fixed
1. The record date for determining shareholders entitled to notice of, or
to vote at a meeting of shareholder, shall be at the close of business on the
business day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the business clay next preceding the day on
which the meeting is held.
2. The record date for determining the Shareholders entitled to give
consent to corporate actions in writing without a meeting when no prior action
by the Board is necessary, shall be the day on which the first written consent
is given.
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3. The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto, or the 60th day prior to the date of such other
action, whichever is later.
Every shareholder entitled to vote shall be entitled to one vote for each
share held.
SECTION 10. PROXIES
Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares by filing a written proxy
executed by such person or his duly authorized agent, with the Secretary of the
Corporation.
A proxy shall not be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy. Every proxy continues in full
force and effect until revoked by the person executing it prior to the vote
pursuant thereto.
ARTICLE III
DIRECTORS, MANAGEMENT
SECTION 1. POWERS
Subject to any limitations in the Articles of Incorporation and to the
provisions of the Corporation's Code, the business and affairs of the
Corporation shall be managed and all Corporate powers shall be exercised by, or
under the direction of, the Board of Directors.
SECTION 2. NUMBER
The authorized number of Directors shall be 3 to 7 until changed by
amendment to the Articles of these Bylaws.
After Issuance of shares, this Bylaw may only be amended by approval of a
majority of outstanding shares entitled to vote.
SECTION 3. ELECTION AND TENURE OF OFFICE
The Directors shall be elected at the annual meeting of the shareholders
and hold office for two years or until their successors have been elected and
qualified at the annual meeting
SECTION 4. VACANCIES
A vacancy on the Board of Directors shall exist in the case of death,
resignation or removal of any Director, or in case the authorized number of
Directors is increased, or in case the share holder fail to elect the full,
authorized number of Directors at any annual or special meeting of the
shareholders at which any Director is elected. The Board of Directors may
declare vacant the office of a Director who has been declared of unsound mind by
an order of court, or who has been convicted of a felony.
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Except for a vacancy created by the removal of a Director, vacancies on the
Board of Directors may be filled by a majority vote of the Directors then in
office, whether or not less than a quorum, or by a sole remaining Director, and
each Director so elected shall hold office until the next annual meeting of the
shareholders and until his successor has been elected and qualified. The
shareholders may elect a Director at any time to fill a vacancy not filled by
the Directors. Any such election by written consent requires the consent of a
majority of the out-standing shares entitled to vote, except that the unanimous
writ-ten consent of the shareholders shall be required to fill a vacancy on the
Board caused by the removal of a Director. Any Director may resign effective
upon the Secretary of the Board of Directors of the Corporation unless the
notice specifies a later time f or the effectiveness of such resignation. If
the resignation is effective at a later time, a successor may be elected to take
office when the resignation becomes effective. Any reduction of the authorized
number of Directors does not remove any Director prior to the expiration of such
Director's term in office.
SECTION 5. REMOVAL
Any or all of the Directors may be removed without cause if such removal,
is approved by a majority of the outstanding shares entitled to vote.
Except as provided in the Bylaws, a Director may not be re-moved prior to
expiration of such Director's term of office.
The superior court of the proper county may, on the suit of shareholders
holding at least 10 percent of the number of out-standing shares of any class,
remove from office any Director in case of fraudulent or dishonest acts or gross
abuse of authority or discretion with reference to the Corporation and may bar
from re-election any Director so removed for a period prescribed by the court.
The Corporation shall be made a party to such action.
SECTION 6. PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at any place, within of
without the State, which has been designated in the notice of the meeting, or,
if not stated in the notice or there is no notice, at the principle executive
office of the Corporation or as designated from time to time by resolution of
the Board of Directors.
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SECTION 7. CALL AND NOTICE OF MEETINGS
Meetings of the Board of Directors may be called by the Chairman of the
Board, or the President, or Vice President, or Secretary or any two Directors.
Regular annual meetings of the Board of Directors shall be held without
notice immediately after and at the same place as the annual meeting of
shareholders. Special meetings of the Board of Directors shall be held upon 2
days notice or 48 hours notice delivered personally or by telephone, or
telegraph/telefax A notice or waiver of notice need not specify the purpose of
any special meeting of the Board of Directors.
SECTION 8. QUORUM
A quorum of all meetings of the Board of Directors shall be 4 of the
authorized directors, or the majority of directors currently on the Board.
Every act or decision done or made by a majority of the Directors present
at a meeting duly held at which a quorum is pre-sent is the act of the Board. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of Directors, if any action taken is approved by
at least a majority of the required quorum for such meeting.
SECTION 9. WAIVER OF NOTICE
The transactions of any meeting of the Board, however called arid noticed
or wherever held, are as valid as though had at a meeting duly held after
regular call and notice if a quorum is present and if, either before or after
the meeting, each of the Directors not present signs a written waiver of notice,
a con-sent to holding the meeting or approval of the minutes thereof. All such
waivers, consents on approval shall be filed with the Corporate records or made
part of the minutes of the meeting.
SECTION 10. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board may be taken
without a meeting, if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board. Such action by
written consent shall have the same force and effect as a unanimous vote of
such Directors.
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SECTION 11. COMPENSATION
No salary shall be paid to Directors, as such, for their services, but by
resolution, the Board of Directors may allow a fixed sum and expenses to be paid
for attendance at regular or special meetings. Nothing contained herein shall
prevent a Director from serving the Corporation in any other capacity and
receiving compensation therefore. Members of special or standing committees may
be allowed like compensation for attendance at meetings.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS
The Officers of the Corporation shall be a President, Vice President, a
Secretary and a Treasurer, or combination Secretary- Treasurer, who shall be the
Chief Financial Officer of the Corporation. The Corporation may also have such
other officers with such titles and duties as shall be determined by the Board
of Directors. Any number of offices may be held by the same person.
SECTION 2. ELECTION
All Officers of the Corporation shall be chosen by the Board Each Officer
shall hold of ice until hi death, resignation or removal or until his successor
shall be chosen and qualified. A vacancy in any office because of death,
resignation or removal or other cause shall be filled by the Board.
SECTION 3. REMOVAL AND RESIGNATION
An Officer may be removed at any time, either with or with- Out cause, by
the Board. An Officer may resign at any time upon written notice to the
Corporation and given to the Board, the President. or the Secretary of the
Corporation. Any such resignation shall take effect at the day of receipt of
such notice or any other time specified therein. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION 4. PRESIDENT
The President shall be the Chief Executive Officer of the Corporation and
shall, subject to the direction arid control of the Board of Directors, have
general supervision, direction, and control of the business and affairs of the
Corporation. He shall preside at all meetings of the shareholders and Directors
and be an ex-officio member of all the standing committees, including the
executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of President of a Corporation, and shall
have such other powers and duties as may from time to time be prescribed by the
Board of Directors or Bylaws -
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SECTION 5. VICE PRESIDENT
In the absence or disability of the President, the Vice President, in order
of their rank as fixed by the Board, or if not ranked, the Vice President
designated by the Board, shall perform all duties of the President, and when so
acting, shall have all the powers of, and be subject to, all the restrictions
upon the President. Each Vice President shall have such other powers and perform
such ether duties as may from time to time be prescribed by the Board of
Directors.
SECTION 6. SECRETARY
The Secretary shall keep, or cause to be kept, at the principle executive
office of the Corporation, a book of minutes of all meetings of Directors and
shareholders, with the time and place of holding, whether regular or special,
and if special, how authorized, the notice thereof given or the waivers of
notice, the names of those present at Directors' meetings, the number of shares
present or represented at shareholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal executive
office of the Corporation, the original or a copy of the Bylaws as amended or
otherwise altered to date, certified by him or her.
The Secretary shall give, or cause to be given, notice of all meetings of
shareholders and Directors required to be given by law or the Bylaws.
The Secretary shall have charge of the seal of the Corporation and have
such other powers and perform such other duties as may, from time to time, be
prescribed by the Board and Bylaws.
SECTION 7. TREASURER
The Treasurer shall keep and maintain or cause to be kept and maintained,
adequate and correct books and records of ac-counts arid the properties and
business transactions of the Corporation.
The Treasurer shall deposit monies and other valuables in the name and to
the credit of the Corporation with such depositories as may be designated by
the Board of Directors. He/she shall disburse the funds of the Corporation in
payment of the just demands against the Corporation as may be ordered by the
Board of Directors; shall render to the President and Directors, whenever they
request it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation, and shall have such powers and perform such other
duties as may from time to time be prescribed by the Board of Directors or
Bylaws.
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SECTION 8 COMPENSATION
The salaries of the Officers shall be fixed, from time to time, by
the Board of Directors
ARTICLE V
EXECUTIVE COMMITTEES
SECTION 1.
The Board may, by resolution adopted by a majority of the authorized number
of Directors, designate one or more committees, each consisting of two or more
Directors, to serve at the plea-sure of the Board. Any such committee, to the
extent provided in the resolution of the Board, shall have all the authority of
the Board, except with respect to:
a. The approval of any action for which this division also
requires shareholders' approval of the outstanding shares.
b The filling of vacancies on the Board or in any committee.
c. The fixing of compensation of the Directors for serving on the
Board or on any committee.
d. The amendment or repeal of Bylaws or the adoption of new
Bylaws.
e. The amendment or repeal of any resolution of the Board which by
its express terms is not amendable or repealable.
f. A distribution to the shareholders of the Corporation, except
at a rate or in a periodic amount or within a price range determined by the
Board.
g. The appointment of other committees of the Board or the members
thereof.
ARTICLE VI
CORPORATE RECORDS AND REPORTS
SECTION 1. INSPECTION BY SHAREHOLDERS
If no annual report for the last fiscal year has been sent to shareholders,
the Corporation shall, upon the written request of any shareholder made more
than 120 days after the close of that fiscal year, deliver or mail to the person
making the re-quest within 30 days thereafter the financial statements required
for that year. A shareholder or shareholders holding at least 10 percent of the
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outstanding shares of any class of shares of the Corporation may make a written
request to the Corporation for an income statement of the Corporation for the
three month, six month or rime month period of the current fiscal year ended
more than 30 days prior to the date of the request and a balance sheet of the
Corporation as of the end of the period and, in addition, if no annual report
for the last fiscal year has been sent to the shareholders, statements for the
last fiscal year. The statements shall be delivered or mailed to the person
making the request within 30 days thereafter. A copy of the statements shall be
kept on file in the principle office of the Corporation for 12 months and it
shall be exhibited at all reasonable times to any shareholder demanding an
examination of the statements or a copy shall be mailed to the shareholder.
The share register shall be open to inspection and copying by any
shareholder or holder of a voting trust certificate at any time during usual
business hours upon written demand on the Corporation, for a purpose reasonably
related to such holder's interest as a shareholder or holder of a voting trust
certificate. Such inspection and copying under this Section may be made in
person or by agent or attorney.
The accounting books and records and minutes of proceedings of the
Corporation and the Board also shall be open to inspection upon the written
demand to the Corporation by any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interest as a shareholder or holder of such
voting trust certificate. Such inspection by a shareholder or holder of a voting
trust certificate may be made in person or by agent or attorney, and the right
of inspection includes the right to copy and make extracts.
Shareholders shall also have the right to inspect the original or copy of
these Bylaws, as amended to date, kept at the Corporation's principle executive
of f ice, at all reasonable times during business hours.
SECTION 2. INSPECTION BY DIRECTORS
Every Director shall have the absolute right, at any reason-able time, to
inspect all books, records, and documents of every kind and to inspect the
physical properties of the Corporation, domestic or foreign. or which such
person is a Director. Such inspection by a Director may be made in person or by
agent or attorney and the right of inspection includes the right t copy and make
extracts.
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SECTION 3. RIGHT TO INSPECT WRITTEN RECORDS
If any record subject to inspection pursuant to this chapter is not
maintained in written form, a request for inspection is not maintained in
written form, a request for inspection is not complied with unless and until the
Corporation, at its' expense, makes such records available in written form,
SECTION 4. WAIVER OF ANNUAL REPORT
The annual report to shareholders is hereby expressly waived, provided
that this Corporation has less than 100 shareholders on record of its shares or
that the Corporation maintains its "non-reporting" status with the Securities
and Exchange Commission, should the Corporation's shares be publicly traded.
This waiver shall be subject to any provision of law allowing share-holders to
request the Corporation to furnish financial state-merits and art accompanying
annual report of activity.
SECTION 5. CONTRACTS, ETC.
The Board of Directors, except as otherwise provided in the Bylaws, may
authorize any Officer or Officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the Corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no Officer, agent or employee shall have any power or
authority of bind the Corporation by any contract or engagement, or to pledge
its' credit, or to render it liable for any purpose or to any amount.
ARTICLE VII
INDEMNIFICATION OF CORPORATE AGENTS
SECTION 1.
The Corporation shall indemnify each of its agents against expenses,
judgments, fines, settlements, and other amounts, actually and reasonably
incurred by such person by reason of such persons having been made or having
been threatened to be made a party to a proceeding, to the fullest extent
permissible. The Corporation shall advance the expenses reasonably expected to
be incurred by such agent in defending any such proceeding upon receipt of the
undertaking required, if any.
ARTICLE VIII
SHARES
SECTION 1. CERTIFICATES
The Corporation shall issue certificates for its shares when fully paid.
Certificates of stock shall be issued in numerical order, and state the name of
the record holder of the shares regarding transfer, it shall be the duty of the
Secretary of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its share
register.
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SECTION 3. RECORD DATE AND CLOSING OF TRANSFER BOOKS
The Board of Directors may fix a time in the future as a record date for
the determination of the shareholders entitled to notice of arid to vote at any
meeting of shareholders or entitled to receive payment of any dividend or
distribution, or any allotment of rights, or to exercise rights with respect to
any other lawful action. The record date so fixed shall not be more than 60 days
nor less than 30 days prior to the date of the meeting or event for the only
purpose of which it is fixed. When a record date is fixed, only shareholders of
record on that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution, or allotment of rights, or to exercise the
rights as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after the record date.
The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of a period of not more than 60
days prior to the date of a shareholders meeting, the date when the right to any
dividend, distribution, or allotment or rights vests, or the effective date of
any change, conversion or exchange of shares.
ARTICLE IX
AMENDMENT OF BYLAWS
SECTION 1. BY SHAREHOLDERS
Bylaws may be adopted, amended or repealed by the vote or the written
consent of shareholders entitled to exercise a majority of the voting power of
the Corporation. A Bylaw which reduces the fixed number of Directors to a number
less than 3 shall not be effective if the votes cast against its adoption are
equal to more than 51 percent of the outstanding shares entitled to vote.
SECTION 2. BY DIRECTORS
Subject to the right of shareholders to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended or repealed by the Board of Directors, except
that a Bylaw amendment thereof changing the authorized number of Directors may
be adopted by the Board of Directors only if prior to the issuance of shares.
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the
Bylaws of the Corporation, named in the title thereto and that such Bylaws were
duly adopted by the Board of Directors of said Corporation on the date set forth
below.
ON BEHALF OF THE CORPORATION on May 28, 1998
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