PURE COUNTRY
BY-LAWS
ARTICLE I MEETINGS OF SHAREHOLDERS
1. Shareholders' Meetings shall be 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.
2. The annual meeting of the shareholders of this corporation
shall be held at 11:00 a.m., on the 27th day of July of each year
beginning in 1996 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.
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 stock book of the corporation,
to his last known address, at least ten (10) days prior to the
annual meeting.
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.
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.
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, 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, all such shares being represented at the meeting.
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.
8. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the 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.
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.
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.
ARTICLE II STOCK
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.
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.
3. All certificates of stock transferred by endorsement thereon
shall be surrendered by cancellation and new certificates issued
to the purchaser or assignee.
4. Upon surrender to the corporation or the transfer agent of
the corporation of a
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certificate for shares duly endorsed or accompanied by proper
evidence of succession, 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.
5. The corporation shall be entitled to treat the holder
of record 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 the laws of this state.
ARTICLE III DIRECTORS
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.
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 un-expired term.
3. Regular meetings of the Board of Directors shall be
held at 1:00 p.m., on the 27th day of July of each year beginning
in /Y~~ 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
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Directors shall constitute a quorum.
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.
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.
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.
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 the shareholders.
8. 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.
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
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taken unless his 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.
ARTICLE IV OFFICERS
1. The Officers of this company shall consist of: a President,
one or more Vice Presidents, Secretary, Treasurer, and such other
officers as shall, from time to time, be elected or appointed by
the Board of Directors.
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.
3. The VICE PRESIDENT shall exercise the functions of the
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.
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, or properly required of him by the Board of
Directors. He shall be responsible that the corporation complies
with Section 78.105 of the
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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.
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 be required of him, an account of all
his transactions as Treasurer and of the financial condition of
the corporation. He shall perfoim all duties incident to his
office or which are properly required of him by the Board of
Directors.
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.
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.
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 appointed 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.
10. Any Officer or Agent elected or appointed by the Directors
may be removed by the Directors whenever in their judgment the
best interests 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.
11 A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the
Directors for the un-expired portion of the term.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
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-
law, agreement, vote of shareholders or otherwise.
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ARTICLE VI 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 VII WAIVER OF NOTICE
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 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 VIII AMENDMENTS
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.
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.
CERTIFIED TO BE THE BY-LAWS OF:
PURE COUNTRY
By: s/Cheryl Mall
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Pure Country
By: /s/ Lewis Eslick
Lewis M. Eslick, President
