BY-LAWS
of
INFINEX VENTURES, INC.
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ARTICLE I MEETINGS OF SHAREHOLDERS
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1. Shareholders' Meetings shall he held in the office of
the corporation, at Carson City, NV, or at such other place
or places as the Directors shall, from time to time ,
determine.
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2. The annual meeting of the shareholders of this
corporation shall be held at 11:00 a.m., on the 21th day of
December of each year beginning in 2000, at which time there
shall be elected by the shareholders of the corporation a
Board of Directors for the ensuing year, and the
shareholders shall transact such other business as shall
properly come before them. If the day fixed for the annual
meeting shall be a legal holiday such meeting shall be held
on the next succeeding business day.
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3. A notice signed by any Officer of the corporation or by
any person designated by the Board of Directors, which sets
forth the place of the annual meeting, shall be personally
delivered to each of the shareholders of record, or mailed
postage prepaid, at the address as appears on the stock book
of the corporation, or if no such address appears in the
book of the corporation, to his last known address, at least
ten (10) days prior to the annual meeting.
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Whenever any notice whatever is required to be given under
any article of these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to the notice,
whether before or after the time of the meeting of the
shareholders, shall be deemed equivalent to proper notice.
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4. A majority of the shares issued and outstanding, either
in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the shareholders.
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5. If a quorum is not present at the annual meeting, the
shareholders present, in person or by proxy, may adjourn to
such future time as shall be agreed upon by them, and notice
of such adjournment shall be mailed, postage prepaid, to
each shareholder of record at least ten (10) days before
such date to which the meeting was adjourned; but if a
quorum is present, they may adjourn from day to day as they
see fit, and no notice of such adjournment need be given.
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6. Special meetings of the shareholders may be called at
anytime by the President; by all of the Directors provided
there are no more than three, or if more than three, or if
more than three, by any three Directors; or by the holder of
a majority share of the capital stock of the corporation.
The Secretary shall send a notice of such called meeting to
each shareholder of record at least ten (10) days before
such meeting, and such notice shall state the time and
place of the meeting, and the object thereof. No business
shall be transacted at a special meeting except as stated
in the notice to the shareholders, unless by unanimous
consent of all shareholders present, either in person or by
proxy.
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7. Each shareholder shall be entitled to one vote for each
share of stock in his own name on the books of the
corporation, whether represented in person or by proxy.
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8. At all meeting of shareholders, a shareholder, may
vote by proxy executed in writing by shareholder 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.
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9. The following order of business shall be observed at
all meetings of the shareholders so far as is practicable:
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a. Call the roll;
b. Reading, correcting and approving of the minutes of the
previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
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10. 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 if a consent in writing,
setting forth the action to be taken, shall be signed by all
of the shareholders entitled to vote with respect to the
subject matter thereof.
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ARTICLE II
STOCK
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1. Certificates of stock shall be in a form adopted by the
Board of Directors and shall be signed by the President and
Secretary of the corporation.
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2. All certificates shall be consecutively numbered; the
name of the person owning the shares represented thereby,
with the number of such shares and the date of issue shall
be entered on the company's books.
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3. All certificates of stock transferred by endorsement
thereon shall be surrendered by cancellation and new
certificates issued to the purchaser or assignee.
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4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of successions, assignment
or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person
entitled thereto, and cancel the old certificate; every such
transfer shall be entered on the transfer book of the
corporation.
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5. The corporation shall be entitled to treat the holder
of any share as the holder in fact thereof, and,
accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of
any other person whether or not it shall have express or
other notice thereof, except as expressly provided by laws
of this state.
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ARTICLE III
DIRECTORS
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1. A Board of Directors, consisting of at least one (1)
person shall be chosen annually by the shareholders at their
meeting to manage the affairs of the corporation. The
Directors' term of office shall be one (1) year, and
Directors may be re-elected for successive annual terms.
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2. Vacancies on the Board of Directors by reason of death,
resignation or other causes shall be filled by the remaining
Director or Directors choosing a Director or Directors to
fill the unexpired term.
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3. Regular meetings of the Board of Directors shall be
held at 1:00 p.m., on the 21 day of December of each year
beginning in 2000 at the office of the company at Carson
City, NV, or at such other time or place as the Board of
Directors shall by resolution appoint; special meetings may
be called by the President or any Director giving ten (10)
days notice to each Director. Special meetings may also be
called by execution of the appropriate waiver of notice and
called when executed by a majority of the Directors of the
company. A majority of the Directors shall constitute a
quorum.
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4. The Directors shall have the general management and
control of the business and affairs of the corporation and
shall exercise all the powers that may be exercised or
performed by the corporation, under the statutes, the
Articles of Incorporation, and the By-Laws. Such management
will be by equal vote of each member of the Board of
Directors with each Board member having an equal vote.
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5. 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.
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6. A resolution, in writing, signed by all or a majority
of the members of the Board of Directors, shall constitute
action by the Board of Directors to effect therein
expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and
it shall be the duty of the Secretary to record every such
resolution in the Minute Book of the corporation under its
proper date.
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7. Any or all of the Directors may be removed for cause by
vote of the shareholders or by action of the Board.
Directors may be removed without cause only by vote of
shareholders.
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8. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of
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 by necessary to make it effective.
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9. A Director of the corporation who is present at a
meeting of the Directors at which action on any corporate
matter is taken shall be presumed to have assented to the
action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written
dissent shall be entered in the minutes of the meeting or
unless he shall file his 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.
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ARTICLE IV
OFFICERS
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1. The officers of this company shall consist of: a
President, one or more Vice Presidents, Secretary,
Treasurer, and such other officer as shall, from time to
time, be elected or appointed by the Board of Directors.
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2. The PRESIDENT shall preside at all meetings of the
Directors and the shareholders and shall have general charge
and control over the affairs of the corporation subject to
the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the
corporation as authorized by the Board of Directors and
shall perform all such other duties as are incident to his
office or are required by him by the Board of Directors.
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3. The VICE PRESIDENT shall exercise the functions of
President during the absence or disability of the President
and shall have such powers and such duties as may be
assigned to him, from time to time, by the Board of
Directors.
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4. The SECRETARY shall issue notices for all meetings
as required by the By-Laws, shall keep a record of the
minutes of the proceedings of the meetings of the
shareholders and Directors, shall have charge of the
corporate books, and shall make such reports and perform
such other duties as are incident to his office, properly
required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section
78.105 of the Nevada Revised Statutes and supplies to the
Nevada Resident Agent or Registered Office in Nevada, any
and all amendments to the corporation's Articles of
Incorporation and any and all amendments or changes to the
By-Laws of the corporation. In compliance with Section
78.105, he will also supply to the Nevada Resident Agent or
Registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock
ledger or duplicate stock ledger, and the present and
complete Post Office address, including street and number,
if any, where such stock ledger or duplicate stock ledger is
kept.
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5. The TREASURER shall have the custody of all monies
and securities of the corporation and shall keep regular
books of account. He shall disburse the funds of the
corporation in payment of the just demands against the
corporation , or as may be ordered by the Board of
Directors, making proper vouchers for such disbursements and
shall render to the Board of Directors, from time to time,
as may required of him, an account of all his transactions
as Treasurer and of the financial condition of the
corporation. He shall perform all duties incident to his
office or which are properly required of him by the Board of
Directors.
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6. The RESIDENT AGENT shall be in charge of the
corporation's registered office in the State of Nevada, upon
whom process against the corporation may be served and shall
perform all duties required of him by statute.
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7. The salaries of all Officers shall be fixed by the
Board of Directors and may be changed, from time to time, by
a majority vote of the Board.
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8. Each of such Officers shall serve for a term of one (1)
year or until their successors are chosen and qualified.
Officers may be re-elected or appointment for successive
annual terms.
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9. The Board of Directors may appoint such other Officers
and Agents, as it shall deem necessary or expedient, who
shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined,
from time to time, by the Board of Directors.
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10. 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
served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
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11. 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.
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ARTICLE V
INDEMNIFICATION OF OFFICERS AND DIRECTORS
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The corporation shall indemnify any and all of its Directors
and Officers, and its former Directors and Officers, or any
person who may have served at the corporation's request as a
Director or Officer of another corporation in which it owns
shares of capital stock or of which it is a creditor,
against expenses actually and necessarily incurred by them
in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties,
or a party, by reason of being or having been Director(s) or
Officer(s) of the corporation, or of such other corporation,
except, in relation to matters as to which any such Director
or Officer or former Director or Officer or person shall be
adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the
performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those
indemnified may be entitled, under By-Laws, agreement, vote
of shareholders or otherwise.
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ARTICLE VI
DIVIDENDS
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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.
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ARTICLE VII
WAIVER OF NOTICE
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Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or Director of the
corporation under the provisions of these By-Laws or under
the provisions of Articles of Incorporation, a waiver
thereof in writing, signed by the person or persons entitled
to such notice, whether before of after the time stated
therein, shall be deemed equivalent the giving of such
notice.
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ARTICLE VIII
AMENDMENTS
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1. Any of these By-Laws may be amended by a majority vote
of the shareholders at any annual meeting or at any special
meeting called for that purpose.
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2. The Board of Directors may amend the By-Laws or adopt
additional By-Laws, but shall not alter or repeal any By-
laws adopted by the shareholders of the company.
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CERTIFIED TO BE THE BY-LAWS OF:
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Infinex Ventures, Inc.
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By: /s/ Clive Brooks
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Secretary
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