BY-LAWS
of
DREW RESOURCES INC.
a Nevada corporation
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for the
transaction of business of the Corporation is hereby fixed and
located at 625 Howe Street, Suite 522, Vancouver, British
Columbia V6C 2T6. The location may be changed by approval of a
majority of the authorized Directors, and additional offices may
be established and maintained at such other place or places,
either within or without Nevada, as the Board of Directors may
from time to time designate.
Section 2. OTHER OFFICES. Branch or subordinate offices may
at any time be established by the Board of Directors at any place
or places where the Corporation is qualified to do business.
ARTICLE II
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to
the provisions of the Nevada Revised Statutes and to any
limitations in the Articles of Incorporation of the Corporation
relating to action required to be approved by the Shareholders,
by the outstanding shares, 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. STANDARD OF CARE. Each Director shall perform the
duties of a Director, including the duties as a member of any
committee of the Board upon which the Director may serve, in good
faith, in a manner such Director believes to be in the best
interests of the Corporation, and with such care, including
reasonable inquiry, as an ordinary prudent person in a like
position would use under similar circumstances.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of Directors shall be ONE (1) and no greater
than THIRTEEN (13) until changed by a duly adopted amendment to
the Articles of Incorporation or by an amendment to this By-Law
adopted by the vote or written consent of holders of a majority
of the outstanding shares entitled to vote.
Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the
Shareholders to hold office until the next annual meeting. Each
Director, including a Director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.
Section 5. VACANCIES. Vacancies in the Board of Directors
may be filled by a majority of the remaining Directors, though
less than a quorum, or by a sole remaining Director, except that
a vacancy created by the removal of a Director by the vote or
written consent of the Shareholders or by court order may be
filled only by the vote of a majority of the shares entitled to
vote represented at a duly held meeting at which a quorum is
present, or by the written consent of holders of a majority of
the outstanding shares entitled to vote. Each Director so
elected shall hold office until the next annual meeting of the
Shareholders and until a successor has been elected and
qualified.
A vacancy or vacancies in the Board of Directors shall be deemed
to exist in the event of the death, resignation, or removal of
any Director, or if the Board of Directors by resolution declares
vacant the office of a Director who has been declared of unsound
mind by an order of court or convicted of a felony, or if the
authorized number of Directors is increased, or if the
shareholders fail, at any meeting of shareholders
1
at which any Director or Directors are elected, to elect the
number of Directors to be voted for at that meeting.
The Shareholders may elect a Director or Directors at any time to
fill any vacancy or vacancies not filled by the Directors, but
any such election by written consent shall require the consent of
a majority of the outstanding shares entitled to vote.
No reduction of the authorized number of Directors shall have the
effect of removing any Director before that Director's term of
office expires.
Section 6. REMOVAL OF DIRECTORS. The entire Board of
Directors or any individual Director may be removed from office
as provided by Nevada Revised Statutes. In such case, the
remaining Board members may elect a successor Director to fill
such vacancy for the remaining unexpired term of the Director so
removed.
Section 7. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of
the Board of Directors may be called by the Chairman of the
Board, or the President, or any Vice President, or the Secretary,
or any two (2) Directors and shall be held at the principal
executive office of the corporation, unless some other place is
designated in the notice of the meeting. Members of the Board
may participate in a meeting through use of a conference
telephone or similar communications equipment so long as all
members participating in such a meeting can hear one another.
Accurate minutes of any meeting of the Board of any committee
thereof, shall be maintained by the Secretary of other Officer
designated for that purpose.
Section 8. ORGANIZATION MEETINGS. The organization meetings
of the Board of Directors shall be held immediately following the
adjournment of the annual meeting of the Shareholders.
Section 9. OTHER REGULAR MEETING. Regular meetings of the
Board of Directors shall be held at the corporate offices, or
such other place as may be designated by the Board of Directors,
as follows:
TIME OF REGULAR MEETING: 11:00 a.m.
DATE OF REGULAR MEETING:
If said day shall fall upon a holiday, such meetings shall be
held on the next succeeding business day thereafter. No notice
need be given of such regular meetings.
Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS. Special
meetings of the Board may be called at any time by any of the
aforesaid officers, i.e., by the Chairman of the Board, the
President or, if he or she is absent or unable or refuses to act,
by any Vice President or the Secretary or by any two (2)
Directors.
At least forty-eight (48) hours notice of the time and place of
special meetings shall be delivered personally to the Directors
or personally communicated to them by a corporate Officer by
telephone or telegraph. If the notice is sent to a Director by
letter, it shall be addressed to him or her at his or her
address as it is shown upon the records of the Corporation, or
if it is not so shown on such records or is not readily
ascertainable, at the place in which the meetings of the
Directors are regularly held. In case such notice is mailed, it
shall be deposited in the United States mail, postage prepaid,
in the place in which the principal executive office of the
corporation is located at least four (4) days prior to the time
of the holding of the meeting. Such mailing, telegraphing,
telephoning or delivery as above provided shall be due, legal
and personal notice to such Director.
When all of the Directors are present at any Directors' meeting,
however called or noticed, and either (i) sign a written consent
thereto on the records of such meeting, or (ii) if a majority of
the Directors are present and if those not present sign a waiver
of notice of such meeting or a consent to holding the meeting or
an approval of the minutes thereof, whether prior to or after
the holding of such meeting, which said waiver, consent or
approval shall be filed with the Secretary of the corporation,
or, (iii) if a Director attends a meeting without notice but
without protesting, prior thereto or at its commencement, the
lack of notice, then the transactions thereof are as valid as if
had at a meeting regularly called and noticed.
2
Section 11. SOLE DIRECTOR PROVIDED BY ARTICLES OF
INCORPORATION OR BY-LAWS. In the event only one (1) Director is
required by the By-Laws or Articles of Incorporation, then any
reference herein to notices, waivers, consents, meetings or other
actions by a majority or quorum of the Directors shall be deemed
to refer to such notice, waiver, etc., by such sole Director, who
shall have all the rights and duties and shall be entitled to
exercise all of the powers given to a Board of Directors.
Section 12. DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT.
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting and with the same force
and effect as if taken by a unanimous vote of Directors, if
authorized by a writing signed individually or collectively by
all members of the Board. Such consent shall be filed with the
regular minutes of the Board.
Section 13. QUORUM. A majority of the number of Directors as
fixed by the Articles of Incorporation or By-Laws shall be
necessary to constitute a quorum for the transaction of business,
and the action of a majority of the Directors present at any
meeting at which there is a quorum, when duly assembled, is valid
as a corporate act; provided that a minority of the Directors, in
the absence of a quorum, may adjourn from time to time, but may
not transact any business. 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 a majority of the required quorum for such
meeting.
Section 14. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given to absent
Directors if the time and place be fixed at the meeting adjourned
and held within twenty-four (24) hours, but if adjourned more
than twenty-four (24) hours, notice shall be given to all
Directors not present at the time of the adjournment.
Section 15. COMPENSATION OF DIRECTORS. Directors, as such,
shall not receive any stated salary for their services, but by
resolution of the Board a fixed sum and expense of attendance, if
any, may be allowed for attendance at each regular and special
meeting of the Board; provided that nothing herein contained
shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefor.
Section 16. COMMITTEES. Committees of the Board may be
appointed by resolution passed by a majority of the whole Board.
Committees shall be composed of two (2) or more members of the
Board, and shall have such powers of the Board as may be
expressly delegated to it by resolution of the Board of
Directors, except those powers expressly made non-delegable by
Nevada Revised Statutes.
Section 17. ADVISORY DIRECTORS. The Board of Directors from
time to time may elect one or more persons to be Advisory
Directors who shall not by such appointment be members of the
Board of Directors. Advisory Directors shall be available from
time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon
invitation and to furnish consultation to the Board. The period
during which the title shall be held may be prescribed by the
Board of Directors. If no period is prescribed, the title shall
be held at the pleasure of the Board.
Section 18. RESIGNATIONS. Any Director may resign effective
upon giving written notice to the Chairman of the Board, the
President, the Secretary or the Board of Directors of the
corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
ARTICLE III
OFFICERS
Section 1. OFFICERS. The Officers of the Corporation shall
be a President, a Secretary, and a Chief Financial Officer. The
Corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more
3
Assistant Treasurers, and such other officers as may be appointed
in accordance with the provisions of Section 3 of this Article
III. Any number of offices may be held by the same person.
Section 2. ELECTION. The Officers of the Corporation, except
such Officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be
chosen annually by the Board of Directors, and each shall hold
office until he or she shall resign or shall be removed or
otherwise disqualified to serve, or a successor shall be elected
and qualified.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors
may appoint such other Officers as the business of the
corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are
provided in the By-Laws or as the Board of Directors may from
time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to
the rights, if any, of an Officer under any contract of
employment, any Officer may be removed, either with or without
cause, by the Board of Directors, at any regular or special
meeting of the Board, or, except in case of an Officer chosen by
the Board of Directors, by any Officer upon whom such power of
removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to
the corporation. Any resignation shall take effect at the date
of the receipt of that notice or at any later time specified in
that notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights,
if any, of the corporation under any contract to which the
Officer is a party.
Section 5. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in the By-Laws for
regular appointments to that office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board,
if such an officer be elected, shall, if present, preside at
meetings of the Board of Directors and exercise and perform such
other powers and duties as may be from time to time assigned by
the Board of Directors or prescribed by the By-Laws. If there is
no President, the chairman of the Board shall in addition be the
Chief Executive Officer of the Corporation and shall have the
powers and duties prescribed in Section 7 of this Article Ill.
Section 7. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the Chairman of
the Board, if there be such an Officer, the President shall be
the Chief Executive Officer of the Corporation and shall, subject
to the control of the Board of Directors, have general
supervision, direction and control of the business and Officers
of the corporation. He or she shall preside at all meetings of
the Shareholders and in the absence of the Chairman of the Board,
or if there be none, at all meetings of the Board of Directors.
The President shall be ex officio a 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 be prescribed by the Board of
Directors or the By-Laws.
Section 8. VICE PRESIDENT. In the absence or disability of
the President, the Vice Presidents, if any, in order of their
rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall
have all the powers of, and be subject to, all the restrictions
upon, the President. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the
By-Laws.
Section 9. SECRETARY. The Secretary shall keep, or cause to
be kept, at the principal office, or such other place as the
Board of Directors may order, 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, the names of those present at Directors' meetings, the
number of shares present or represented at Shareholders' meetings
and the proceedings thereof.
4
The Secretary shall keep, or cause to be kept, at the principal
office or at the office of the corporation's transfer agent, a
share register, or duplicate share register, showing the names of
the Shareholders and their addresses; the number and classes of
shares held by each; the number and date of certificates issued
for the same; and the number and date of cancellation of every
certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the Shareholders and of the Board of Directors
required by the By-Laws or by law to be given. He or she shall
keep the seal of the corporation in safe custody, and shall have
such other powers and perform such other duties as may be
prescribed by the Board of Directors or by the By-Laws.
Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall keep and maintain, or cause to be kept and
maintained in accordance with generally accepted accounting
principles, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses,
capital, earnings (or surplus) and shares. The books of account
shall at all reasonable times be open to inspection by any
Director.
This Officer shall deposit all moneys 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 or she shall
disburse the funds of 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 of his or her
transactions and of the financial condition of the Corporation,
and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the By-Laws.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. PLACE OF MEETINGS. All meetings of the
Shareholders shall be held at the principal executive office of
the corporation unless some other appropriate and convenient
location be designated for that purpose from time to time by the
Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings of the
Shareholders shall be held, each year, at the time and on the
date following:
TIME OF MEETING: 10:00 a.m.
DATE OF MEETING:
If this day shall be a legal holiday, then the meeting shall be
held on the next succeeding business day, at the same hour. At
the annual meeting, the Shareholders entitled to vote shall elect
a Board of Directors, consider reports of the affairs of the
Corporation and transact such other business as may be properly
brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the
Shareholders may be called at any time by the Board of Directors,
the Chairman of the Board, the President, a Vice President, the
Secretary, or by one or more Shareholders holding not less than
one-tenth (1/10) of the voting power of the Corporation.
Upon receipt of a written request addressed to the Chairman,
President, Vice President, or Secretary, mailed or delivered
personally to such Officer by any person (other than the Board)
entitled to call a special meeting of Shareholders, such Officer
shall cause notice to be given, to the Shareholders entitled to
vote, that a meeting will be held at a time requested by the
person or persons calling the meeting, not less than thirty-five
(35) nor more than sixty (60) days after the receipt of such
request. If such notice is not given within twenty (20) days
after receipt of such request, the persons calling the meeting
may give notice thereof in the manner provided by these By-Laws.
5
Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings,
annual or special, shall be given in writing not less than ten
(10) nor more than sixty (60) days before the date of the meeting
to Shareholders entitled to vote. Such notice shall be given by
the Secretary or the Assistant Secretary, or if there be no such
Officer, or in the case of his or her neglect or refusal, by any
Director or Shareholder.
Such notices or any reports shall be given personally or by mail
or other means of written communication as provided in the Nevada
Revised Statutes and shall be sent to the Shareholder's address
appearing on the books of the corporation, or supplied by him or
her to the corporation for the purpose of notice, and in the
absence thereof, as provided in the Nevada Revised Statutes.
Notice of any meeting of Shareholders shall specify the place,
the day and the hour of meeting, and (1) in case of a special
meeting, the general nature of the business to be transacted and
no other business may be transacted; or (2) in the case of an
annual meeting, those matters which the Board at date of mailing,
intends to present for action by the Shareholders. At any
meetings where Directors are to be elected, notice shall include
the names of the nominees, if any, intended at date of notice to
be presented by management for election.
If a Shareholder supplies no address, notice shall be deemed to
have been given if mailed to the place where the principal
executive office of the Corporation, in California, is situated,
or published at least once in some newspaper of general
circulation in the County of said principal office.
Notice shall be deemed given at the time it is delivered
personally or deposited in the mail or sent by other means of
written communication. The Officer giving such notice or report
shall prepare and file an affidavit or declaration thereof.
When a meeting is adjourned for forty-five (45) days or more,
notice of the adjourned meeting shall be given as in case of an
original meeting. Save, as aforesaid, it shall not be necessary
to give any notice of adjournment or of the business to be
transacted at an adjourned meeting other than by announcement at
the meeting at which such adjournment is taken.
Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT
SHAREHOLDERS. The transactions of any meeting of Shareholders,
however called and noticed, shall be valid as though had at a
meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or
after the meeting, each of the Shareholders entitled to vote, not
present in person or by proxy, sign a written waiver of notice,
or a consent to the holding of such meeting or an approval of the
minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes
of the meeting. Attendance shall constitute a waiver of notice,
unless objection shall be made as provided in the Nevada Revised
Statutes.
Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING DIRECTORS.
Any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting or notice of meeting if authorized
by a writing signed by Shareholders holding at least a majority
of the voting power, and filed with the Secretary of the
corporation. Directors may be elected by the written consent of
persons holding a majority of shares entitled to vote for the
election of Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise
provided in the Nevada Revised Statutes or the Articles, any
action which may be taken at any annual or special meeting of
Shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so
taken, signed by the holders of outstanding shares having not
less than the minimum number of votes would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.
Unless the consents of all Shareholders entitled to vote have
been solicited in writing,
1) Notice of any Shareholder approval pursuant to without a
meeting by less than unanimous written consent shall be
given at least ten (10) days before the consummation of the
action authorized by such approval, and
6
2) Prompt notice shall be given of the taking of any other
corporate action approved by Shareholders without a meeting
by less than unanimous written consent, to each of those
Shareholders entitled to vote who have not consented in
writing.
Any Shareholder giving a written consent, or the Shareholder's
proxyholders, or a transferee of the shares of a personal
representative of the Shareholder or their respective
proxyholders, may revoke the consent by a writing 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 do so
thereafter. Such revocation is effective upon its receipt by the
Secretary of the Corporation.
Section 8. QUORUM. The holders of a majority of the shares
entitled to vote thereat, present in person, or represented by
proxy, shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise
provided by law, by the Articles of Incorporation, or by these By-
Laws. If, however, such majority shall not be present or
represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person, or by proxy, shall
have the power to adjourn the meeting from time to time, until
the requisite amount of voting shares shall be present. At such
adjourned meeting at which the requisite amount of voting shares
shall be represented, any business may be transacted which might
have been transacted at a meeting as originally notified.
If a quorum be initially present, the Shareholders may continue
to transact business until adjournment, notwithstanding the
withdrawal of enough Shareholders to leave less than a quorum, if
any action taken is approved by a majority of the Shareholders
required to initially constitute a quorum.
Section 9. VOTING. Only persons in whose names shares
entitled to vote stand on the stock records of the Corporation on
the day of any meeting of Shareholders, unless some other day be
fixed by the Board of Directors for the determination of
shareholders of record, and then on such other day, shall be
entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination prior
to the voting and one or more Shareholder has given notice at the
meeting prior to the voting of the Shareholder's intent to
cumulate the Shareholder's votes, every Shareholder entitled to
vote at any election for Directors of any corporation for profit
may cumulate their votes and give one candidate a number of votes
equal to the number of Directors to be elected multiplied by the
number of votes to which his or her shares are entitled, or
distribute his or her votes on the same principle among as many
candidates as he or she thinks fit.
The candidates receiving the highest number of votes up to the
number of Directors to be elected are elected.
The Board of Directors may fix a time in the future not exceeding
thirty (30) days preceding the date of any meeting of
Shareholders or the date fixed for the payment of any dividend of
distribution, or for the allotment of rights, or when any change
or conversion or exchange of shares shall go into effect, as a
record date for the determination of the Shareholders entitled to
notice of and to vote at any such meeting, or entitled to receive
any such dividend or distribution, or any allotment of rights, or
to exercise the rights in respect to any such change, conversion
or exchange of shares. In such case only Shareholders of record
on the date so fixed shall be entitled to notice of and to vote
at such meeting, or to receive such dividends, distribution or
allotment of rights, or to exercise such rights, as the case may
be notwithstanding any transfer of any share on the books of the
corporation after any record date fixed as aforesaid. The Board
of Directors may close the books of the corporation against
transfers of shares during the whole or any part of such period.
Section 10. PROXIES. Every Shareholder entitled to vote, or
to execute consents, may do so, either in person or by written
proxy, executed in accordance with the provisions of the Nevada
Revised Statutes and filed with the Secretary of the Corporation.
Section 11. ORGANIZATION. The President, or in the absence of
the President, any Vice President, shall call the meeting of the
Shareholders to order, and shall act as chairman of the meeting.
In the
7
absence of the President and all of the Vice Presidents,
Shareholders shall appoint a chairman for such meeting. The
Secretary of the corporation shall act as Secretary of all
meetings of the Shareholders, but in the absence of the Secretary
at any meeting of the Shareholders, the presiding Officer may
appoint any person to act as Secretary of the meeting.
Section 12. INSPECTORS OF ELECTION. In advance of any meeting
of Shareholders the Board of Directors may, if they so elect,
appoint inspectors of election to act at such meeting or any
adjournment thereof. If inspectors of election be not so
appointed, or if any persons so appointed fail to appear or
refuse to act, the chairman of any such meeting may, and on the
request of any Shareholder or his or her proxy shall, make such
appointment at the meeting in which case the number of inspectors
shall be either one (1) or three (3) as determined by a majority
of the Shareholders represented at the meeting. Any other
provisions of the Nevada Revised Statutes or these By-Laws may be
altered or waived thereby, but to the extent they are not so
altered or waived, these By-Laws shall be applicable.
ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES. Certificates for shares
shall be of such form and device as the Board of Directors may
designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the
number of shares for which it is issued; a statement of the
rights, privileges, preferences and restrictions, if any; a
statement as to the redemption or conversion, if any, a statement
of liens or restrictions upon transfer or voting, if any, if the
shares be assessable or, if assessments are collectible by
personal action, a plain statement of such facts.
All certificates shall be signed in the name of the corporation
by the Chairman of the Board or Vice Chairman of the Board or the
President or Vice President and by the Chief Financial Officer or
an Assistant Treasurer or the Secretary or any Assistant
Secretary, certifying the number of shares and the class or
series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be facsimile.
In case any Officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed on a certificate
shall have ceased to be that Officer, transfer agent, or
registrar before that certificate is issued, it may be issued by
the corporation with the same effect as if that person were an
Officer, transfer agent, or registrar at the date of issue.
Section 2. TRANSFER ON THE BOOKS. Upon surrender to the
Secretary or transfer agent of the corporation of a 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, cancel the old certificate and record the
transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES. Any person
claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact and shall, if the
Directors so require, give the corporation a bond of indemnity,
in form and with one or more sureties satisfactory to the Board,
in at least double the value of the stock represented by said
certificate, whereupon a new certificate may be issued in the
same tenor and for the same number of shares as the one alleged
to be lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, which shall be an
incorporated bank or trust company, either domestic or foreign,
who shall be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of
Directors may designate.
Section 5. CLOSING STOCK TRANSFER BOOK - RECORD DATE. In
order that the corporation may determine the Shareholders
entitled to notice of any meeting or to vote or entitled to
receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in
respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty
8
(60) nor less than ten (10) days prior to the date of such
meeting nor more than sixty (60) days prior to any other action.
If no record date is fixed, the record date for determining
Shareholders entitled to notice of or to vote at a meeting of
Shareholders 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 day
next preceding the day on which the meeting is held. The record
date for determining Shareholders entitled to give consent to
corporate action 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.
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 sixtieth
(60th) day prior to the date of such other action, whichever is
later.
Section 6. LEGEND CONDITION. In the event any shares of this
corporation are issued pursuant to a permit or exemption
therefrom requiring the imposition of a legend condition, the
person or persons issuing or transferring said shares shall make
sure said legend appears on the certificate and shall not be
required to transfer any shares free of such legend unless an
amendment to such permit or a new permit be first issued so
authorizing such a deletion.
Section 7. PROVISION RESTRICTING TRANSFER OF SHARES. Before
there can be a valid sale or transfer of any of the shares of
this corporation by the holders thereof, the holder of the shares
to be sold or transferred shall first give notice in writing to
sell or transfer such shares. Said notice shall specify the
number of shares to be sold or transferred, the price per share
and the terms upon which such holder intends to make such sale or
transfer. The Secretary shall within five (5) days thereafter,
mail or deliver a copy of said notice to each of the other
Shareholders of record of this corporation. Such notice may be
delivered to such Shareholders personally or may be mailed to the
last known addresses of such Shareholders, as the same may appear
on the books of this corporation. Within fifteen (115) days
after the mailing or delivery of said notices to such
Shareholders, any such Shareholder or Shareholders desiring to
acquire any part or all of the shares referred to in said notice
shall deliver by mail or otherwise to the Secretary of this
corporation a written offer or offers to purchase a specified
number or numbers of such shares at the price and upon the terms
stated in such notice.
If the total number of shares specified in such offers exceeds
the number of shares referred to in said notice, each offering
Shareholder shall be entitled to purchase such proportion of the
shares referred to in said notice to the Secretary, as the number
of shares of this corporation, which he or she holds, bears to
the total number of shares held by all shareholders desiring to
purchase the shares referred to in said notice to the Secretary.
If all of the shares referred to in said notice to the Secretary
are not disposed of under such apportionment, each Shareholder
desiring to purchase shares in a number in excess of his or his
proportionate share, as provided above, shall be entitled to
purchase such proportion of those shares which remain thus
undisposed of, as the total number of shares which he or she
holds bears to the total number of shares held by all of the
Shareholders desiring to purchase shares in excess of those to
which they are entitled under such apportionment.
The aforesaid right to purchase the shares referred to in the
aforesaid notice to the secretary shall apply only if all of the
shares referred to in said notice are purchased. Unless all of
the shares referred to in said notice to the Secretary are
purchased, as aforesaid, in accordance with offers made within
said fifteen (15) days, the Shareholder desiring to sell or
transfer may dispose of all shares of stock referred to in said
notice to the Secretary to any person or persons whomsoever;
provided, however, that he or she shall not sell or transfer such
shares at a lower price or on terms more favorable to the
purchaser or transferee than those specified in said notice to
Secretary.
Any sale or transfer, or purported sale or transfer, of the
shares of said corporation shall be null and void unless the
terms, conditions and provisions of this section are strictly
observed and followed.
9
ARTICLE VI
RECORDS- REPORTS - INSPECTION
Section 1. RECORDS. The Corporation shall maintain, in
accordance with generally accepted accounting principles,
adequate and correct accounts, books and records of its business
and properties. All of such books, records and accounts shall be
kept at its principal executive office in the State of
California, as fixed by the Board of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS. All books and
records shall be open to inspection of the Directors and
Shareholders from time to time and in the manner provided under
the provisions of the Nevada Revised Statutes.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The
original or a copy of these By-Laws, as amended or otherwise
altered to date, certified by the Secretary, shall be kept at the
Corporation's principal executive office and shall be open to
inspection by the Shareholders of the corporation at all
reasonable times during office hours.
Section 4. CHECKS, DRAFTS, ETC. All checks, drafts, or other
orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to
time by resolution of the Board of Directors.
Section 5. CONTRACTS, ETC. - HOW EXECUTED. The Board of
Directors, except as in the By-Laws otherwise provided, may
authorize any Officer or Officers, agent or agents, to enter into
any contract or execute any instrument in the name of 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 to bind the corporation by any contract or
agreement, or to pledge its credit, or to render it liable for
any purpose or to any amount, except as provided in the Nevada
Revised Statutes.
ARTICLE VII
ANNUAL REPORTS
Section 1. REPORT TO SHAREHOLDERS, DUE DATE. The Board of
Directors shall cause an annual report to be sent to the
Shareholders not later than one hundred twenty (120) days after
the close of the fiscal or calendar year adopted by the
Corporation. This report shall be sent at least fifteen (15)
days before the annual meeting of Shareholders to be held during
the next fiscal year and in the manner specified in Section 4 of
Article IV of these By-Laws for giving notice to Shareholders of
the Corporation. The annual report shall contain a balance sheet
as of the end of the fiscal year and an income statement and
statement of changes in financial position for the fiscal year,
accompanied by any report of independent accountants or, if there
is no such report, the certificate of an authorized Officer of
the Corporation that the statements were prepared without audit
from the books and records of the Corporation.
Section 2. WAIVER. The annual report to Shareholders is
expressly dispensed with so long as this corporation shall have
less than one hundred (100) Shareholders. However, nothing
herein shall be interpreted as prohibiting the Board of Directors
from issuing annual or other periodic reports to the Shareholders
of the corporation as they consider appropriate.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be
adopted or these By-Laws may be amended or repealed by the vote
or written consent of holders of a majority of the outstanding
10
shares entitled to vote; provided, however, that if the Articles
of Incorporation of the Corporation set forth the number of
authorized Directors of the Corporation, the authorized number of
Directors may be changed only by an amendment of the Articles of
Incorporation.
Section 2. POWERS OF DIRECTORS. Subject to the right of the
Shareholders to adopt, amend or repeal By-Laws, as provided in
Section 1 of this Article VIII, the Board of Directors may adopt,
amend or repeal any of these By-Laws other than a By-Law or
amendment thereof changing the authorized number of Directors.
Section 3. RECORD OF AMENDMENTS. Whenever an amendment or
new By-Law is adopted, it shall be copied in the book of By-Laws
with the original By-Laws, in the appropriate place. If any By-
Law is repealed, the fact of repeal with the date of the meeting
at which the repeal was enacted or written assent was filed shall
be stated in said book.
ARTICLE IX
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have
inscribed thereon the name of the Corporation, the year of its
incorporation, and the word "Nevada".
ARTICLE X
MISCELLANEOUS
Section 1. REPRESENTATION OF SHARES IN OTHER CORPORATIONS.
Shares of other corporations standing in the name of this
corporation may be voted or represented and all incidents thereto
may be exercised on behalf of the Corporation by the Chairman of
the Board, the President or any Vice President and the Secretary
or an Assistant Secretary.
Section 2. SUBSIDIARY CORPORATIONS. Shares of this
corporation owned by a subsidiary shall not be entitled to vote
on any matter. A subsidiary for these purposes is defined as a
corporation, the shares of which possessing more than 25% of the
total combined voting power of all classes of shares entitled to
vote, are owned directly or indirectly through one (1) or more
subsidiaries.
Section 3. INDEMNIFICATION AND LIABILITY. The liability of
the Directors of the Corporation for monetary damages shall be
eliminated to the fullest extent permissible under Nevada law.
The Corporation is authorized to provide indemnification of
agents for breach of duty to the Corporation and Shareholders
through By-Law provisions or through agreements with the agents,
or both, in excess of the indemnification otherwise permitted
pursuant to Nevada law, subject to any limits on such excess
indemnification set forth in the Nevada Revised Statutes.
Section 4. ACCOUNTING YEAR. The accounting year of the
corporation shall be fixed by resolution of the Board of
Directors.
